Common use of Put Right Clause in Contracts

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with closing of the Company and Subsidiaries terminates due sale to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the case of Prohibited Transfer. Seller shall also reimburse the purchase of Option SharesCo-Sale Participant for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (measured as of the delivery of the notice referred to in Section 4(a)(iif)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Companyinclusive, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case exercise of Option its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares issued 180 days to be sold to the Proposed Transferee shall be of the same class or less prior type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 the Transferring Holder will occur within ten (10) days after the date of issuance of such Option Shares)Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall have the right, subject deliver to the provisions of Section 5 hereofTransferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to sell to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the Company aggregate purchase price therefor, and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)3.4(g)(i). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (a) Upon the occurrence of a Put Event, the KO Shareholders shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the Participant's employment with shares to be purchased by the Company and Subsidiaries terminates due Majority Shareholders pursuant to the Disability or death Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Participant prior to Put Price, the earlier of (x) a Public Offering or (y) a Sale of Majority Shareholders, on the Companyone hand, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)KO Shareholders, on one occasion from the Participant and his Permitted Transfereesother hand, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) shall each choose an internationally recognized investment banking firm with experience in the case analysis of the purchase soft drink businesses, and each of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months those two firms within 60 days from the date of this Agreementtheir engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the greater two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of this Agreementits engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the Fair Market Value other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such Option Sharebanker. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement The Put Price of the Participant prior to (x) shares of Series A Stock shall be the price that a Public Offering or (y) holder of shares of Series A Stock would receive upon the sale of such shares in a Sale transaction under market conditions between a willing seller and a willing buyer as of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held request by the Participant and such other number of Option Shares held by KO Shareholders that the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Price be determined. (ii) If the Participant desires Shares to exercise his or her option to require be purchase by the Company to repurchase Options and/or Option Shares Majority Shareholders pursuant to Section 4(a)the Put Right are shares of Series B Stock, the Participant Put Price shall send one be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice consent shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, be deemed to be sold and shall include the signature a waiver of their Put Right for purposes of the Participant and each Permitted Transferee desiring transaction as to sellwhich written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (i) 5.1. If the Participant's Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and Subsidiaries terminates resigns within ten (10) days following the end of the Term)) or due to the Disability Executive’s Disability, (ii) by the Executive for Good Reason or death of the Participant prior (iii) due to the earlier of (x) a Public Offering or (y) a Sale of Executive’s death, the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Executive shall have the right, subject to the provisions of Section 5 hereof right to sell to Parent all of the Company and the Company shall be required to purchase shares of Rollover Stock (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than allas defined below) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request Executive at a per share price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value at the time of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)a Redemption Notice (as defined below). (ii) 5.2. If the Participant desires Executive intends to exercise his or her option to require the Company to repurchase Options and/or Option Shares rights pursuant to Section 4(a)5.1, the Participant Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send one written notice to the Company setting forth the Parent of his intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares exercise his rights pursuant to Section 4(a) within the period described above5.1, which notice shall specify indicate the number amount of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, Rollover Stock to be sold and shall include (the signature “Redemption Notice”). The completion of the Participant purchases pursuant to the foregoing shall take place at the principal office of Parent by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the Stockholders’ Agreement (as defined below) or (C) thirty (30) days following the Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Board) or if the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 shall be paid by delivery to the Executive of a certified bank check or checks in the full amount payable to the order of the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed or executed by the Executive or the Executive’s authorized representative. The Parent may choose to have a designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee as the context requires. 5.3. Any payment to the Executive pursuant to this Section 5 shall be conditioned on his signing the Non-Competition Agreement attached hereto as Exhibit B. 5.4. All capitalized terms used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the meaning set forth in the Stockholders’ Agreement dated as of June 1, 2011, by and among B-Corp Holdings, Inc., the Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each Permitted Transferee desiring case contributed pursuant to sellthe Contribution Agreement.

Put Right. (i) If the Participant's employment with at any time the Company and Subsidiaries terminates due proposes to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale repurchase any Equity Securities of the Company, for including pursuant to a tender offer, exchange offer or other offer or proposal that would cause the Investor Ownership Percentage to be equal to or exceed 10% (Aafter giving effect to such repurchase, tender offer, exchange offer, or other offer, proposal or action) (a “Put Right Trigger”), then the Vested Portion Company shall provide Investor prior written notice of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject Put Right Trigger at least 10 Business Days prior to the provisions consummation of Section 5 hereof such Put Right Trigger (the “Put Right Trigger Notice”), specifying in reasonable detail the scope of such Put Right Trigger, including the price and other terms and conditions of such Put Right Trigger. (ii) Investor may elect to sell to the Company and that number of shares of Preferred Stock or Common Stock as may be necessary to cause the Investor Ownership Percentage to be less than 10% (after giving effect to such Put Right Trigger) (the “Put Shares”) by delivery of a written notice at least 5 Business Days prior to the consummation of such Put Right Trigger (a “Put Right Exercise Notice”), and, upon delivery thereof, the Company shall be required obligated to purchase (subject to the provisions of Section 5 hereof)from Investor or its Affiliates, on one occasion from the Participant and his Permitted Transferees, if as applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Put Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share share equal to (i) if the Put Shares are Preferred Stock, the greater of (x) the Liquidation Preference (as defined in the case Certificate of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)Designations) and the Exercise Price of such Option Shares shares of Preferred Stock and (y) the aggregate amount that would be payable in connection with such Put Right Trigger in respect of all shares of Common Stock issuable upon conversion of such share of Preferred Stock, and (ii) in if the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this AgreementPut Shares are Common Stock, the greater per share price payable in respect of the Fair Market Value a share of Common Stock in connection with such Option Share (measured as of the Put Right Trigger. Upon delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreementa Put Right Exercise Notice, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company Investor and the Company shall be required use reasonable best efforts to purchase (subject to cooperate and determine the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Put Shares held by the Participant's Permitted Transferees to be sold as the Participant may request at a price per Option Share equal to the Fair Market Value result of such Option Share (measured as Investor’s exercise of the delivery of the notice referred to in its put rights under this Section 4(a)(ii)7(b)(ii). (iiiii) If the Participant desires Investor elects to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to its put rights under Section 4(a7(b)(ii), the Participant shall send one written notice to the Company setting forth the intention of Participant purchase and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Put Shares underlying such Options, to shall be sold and shall include consummated substantially concurrently with the signature consummation of the Participant and each Permitted Transferee desiring to sellapplicable Put Right Trigger.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Co-Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the case of Prohibited Transfer or at the purchase of Option SharesCo-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share (measured as Selling Investor’s Rights of the delivery of the notice referred Co-Sale pursuant to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (4 or in the case exercise of Option its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares issued 180 days of Stock to be sold to Seller shall be of the same class or less prior to such date of termination type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any time after of such date class or type, the Put Shares shall be shares of termination Common Stock (or Preferred Stock convertible into Common Stock at the option of employment, no earlier than 181 days and no later than 271 the holder thereof). (c) The closing of such sale to Seller will occur within ten (10) days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to such Seller. At such closing, the Participant Selling Investor shall have deliver to Seller the rightcertificate or certificates representing the Put Shares to be sold, subject each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the provisions of Section 5 hereofaggregate purchase price therefor, to sell to the Company and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)5.2(a). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If In the Participant's employment with event of an Illiquid Exit Transaction, notwithstanding the Company foregoing and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell 4(b) above, at the signed written request of the Holder, before the consummation of such Illiquid Exit Transaction to the Company and Company, or, after the consummation of such Illiquid Exit Transaction to the Successor Entity or to the Parent Entity of the Successor Entity (as the case may be, the “IET Buyer”), that the Warrant be purchased under this Section 4(b) (the “Put Notice”), such Put Notice to be delivered or not in the sole discretion of the Holder at any time during the Put Notice Period, the Company or, after the consummation of such Illiquid Exit Transaction, the IET Buyer (as the case may be, the “Put Purchaser”) shall be required purchase this Warrant from the Holder upon the Put Closing Date for a cash payment in the amount of the Put Price. The “Put Notice Period” shall begin on the earliest to purchase occur of (subject i) the public disclosure or notice to the provisions of Section 5 hereof), on one occasion Holder from the Participant Company of any Illiquid Exit Transaction or (ii) the Holder first becoming aware of any Illiquid Exit Transaction, and his Permitted Transferees, if shall end on the date that is ninety (90) days after the earliest to occur of (A) public disclosure of the consummation of such Illiquid Exit Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SEC or (B) notice to the Holder from the Put Purchaser that such Illiquid Exit Transaction has been consummated. If applicable, all (but not less than all) at its own election or the written election of (1) Participant's Vested Portion the Holder, the Put Purchaser shall use commercially reasonable efforts to engage, at the expense of all Options and the Put Purchaser within the later of two (2) Business Days after receipt such election or within five (5) Business Days after receipt of the number Put Notice if the Holder and the Put Purchaser have not agreed upon the Put Price within three (3) Business Days, the Appraiser to determine the Appraised Value. The “Put Closing Date” shall occur only if such Illiquid Exit Transaction is consummated, and shall occur on the date of Option Shares then held the consummation of such Illiquid Exit Transaction or, if the Put Notice is received after the consummation of such Illiquid Exit Transaction, shall occur on a date selected by the Participant and such other number IET Buyer within thirty (30) days of Option Shares or Vested Portions receipt of Option Shares, to the extent transferable, held Put Notice by the Participant's Permitted Transferees as IET Buyer; provided that if the Participant may request at Put Price has not been determined before the Put Closing Date, the Put Closing Date shall be on a price per Option or Option Share equal to date that is selected by the IET Buyer that is within three (i3) in the case Business Days of such determination of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of Put Price. Promptly after the delivery of the notice referred Put Notice, Holder and the Put Purchaser will attempt in good faith to agree upon the Put Price. The “Put Price” shall be the amount agreed by Holder and the Put Purchaser, or at the election of either Holder or the Put Purchaser shall be the Appraised Value; provided that if the Holder so notifies the Put Purchaser in the Put Notice the Put Price shall, notwithstanding anything in the contrary in this definition, be an amount equal to the “Net Number” (as defined in Section 4(a)(ii1(e)) multiplied by the number “B” (as determined in accordance such Section 1(e)). “Appraised Value” means an amount in U.S. Dollars equal the value determined by the Appraiser, as of the date of the consummation of the Illiquid Exit Transaction, of the proceeds of the Illiquid Exit Transaction that would have been received by the Holder had the Holder immediately prior to the consummation of such Illiquid Exit Transaction had exercised this Warrant in full pursuant to a Cashless Exercise and received the proceeds from the consummation of such Illiquid Exit Transaction attributable to the Common Stock that would have been received upon such Cashless Exercise. “Appraiser” shall mean Valuation Research Corporation (“VRC”) or if VRC is unavailable, Duff & P▇▇▇▇▇ (“D▇▇▇”) or if Duff is unavailable such other appraiser of similar standing that is selected by Holder and reasonably acceptable to the Company. The Put Purchaser shall instruct the Appraiser to determine the Appraised Value within ten (10) Business Days after the Appraiser receives the submissions of the Holder and the Exercise Price Put Purchaser, solely on the basis of the submissions of the Holder and the Put Purchaser (the “Appraisal Parties”) and, subject to clause (y) below, not on the basis of an independent review; the Put Purchaser shall instruct the Appraiser: (x) to assign a value as to any particular asset, liability or other item relevant to its determination no higher than the highest value asserted by either of the Appraisal Parties and no lower than the lowest value asserted by either of the Appraisal Parties, (y) to draw inferences and make conclusions in its own discretion based on the submissions of the Appraisal Parties but in the event that at least one Appraisal Party has failed to address a necessary item or factor required for the Appraiser’s determination to use such Option Shares information from a source other than the submissions of the Appraisal Parties as the Appraiser deems appropriate to expeditiously complete its determination, and (iiz) in the case event the consideration paid or to be paid in the Illiquid Exit Transaction is subject to escrow for indemnity relating to representations, warranties or non-compliance with covenants under the documents governing such Illiquid Exit Transaction, to deem the consideration as received for the purposes of determining the Appraised Value, but in the event the consideration to be paid is subject to an earn out or future contingency, to determine that the Put Price may be paid in installments once such earn out or future contingency is determined in accordance with one or more installments based on an aggregate Appraised Value apportioned among such installments. The Put Purchaser and the Holder shall make their submissions within ten (10) Business Days of the purchase engagement of Option Sharesthe Appraiser, (x) if such termination occurs prior but the Appraiser shall, in its sole discretion be permitted to consider late submissions to the date which is 18 months from extent the date of this Agreement, Appraiser determines that the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) late submission was delayed for good reason and the Cost of such Option Share and (y) if such termination occurs after late submission would materially affect its determination. In the date which event that there is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due a dispute regarding any matter that has been agreed to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares resolved pursuant to Section 4(a13, the Put Purchaser shall instruct the Appraiser to delay commencement of work until such dispute has been resolved in accordance with Section 13, and the Appraiser shall consider as conclusive the determination of the investment bank or accounting firm made under Section 13 with respect to such matter. In the event that either the Put Purchaser or the Holder assert to the Appraiser that the consideration to be received pursuant to the consummation of such Illiquid Exit Transaction cannot be determined because the provisions governing such consideration (the “Proceeds Provisions”) are under negotiation or are otherwise not final, the Put Purchaser and the Holder shall nevertheless make their submissions, but will be permitted to make supplemental submissions within five (5) Business Days of learning that such Proceeds Provisions have become final, and the Appraiser will not deliver its report until it has reviewed such final Proceeds Provisions and any timely submissions regarding such final Proceeds Provisions. The Put Purchaser shall instruct the Appraiser to deliver a written report determining the Appraised Value together with a reasonably detailed written summary of reasons supporting such determination. The Appraised Value shall be final and binding on the Holder and the Put Purchaser in the absence of fraud or manifest error. Upon payment of the Put Price to the Holder from any source (including without limitation out of any escrow established for the Illiquid Exit Transaction), this Warrant shall be deemed cancelled, and the Participant Holder shall send one written notice surrender the original of this Warrant to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(aPut Purchaser for cancellation or deliver a Lost Warrant Affidavit within three (3) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying Business Days after such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellpayment.

Put Right. (a) During the period, if any, beginning on (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (xA) a Public Offering the date that all of the Indebtedness (as defined in, and for the purposes hereof such term shall include, the Subordinated Discount Note Due 2010 issued by the Company to CRL Holdings, Inc.) of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full (including any refinancings or replacements of such Indebtedness) or (yB) a Sale the date that (1) all of the CompanyIndebtedness of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full, for refinanced or replaced and (2) the documentation relating to all of the refinanced or replacement Indebtedness referred to in the preceding clause (A) permits the Put (as defined below) to be exercised, provided that in connection with any refinancing or replacement referred to in the preceding clause (A) the Vested Portion Company shall make a good faith effort to obtain such permission in the documentation thereof, and ending on (ii) the earliest of all Options (X) the date of the Initial Public Offering, (Y) the date on which the LLC shall own less than 50% of the outstanding Common Stock, and (BZ) all Option Sharestwelve years from the Closing Date, within 120 days after such termination of employment the Participant CRL shall have the right, subject to the provisions of Section 5 hereof right to sell to (the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)"Put") all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of the Common Stock owned by it (excluding any Common Stock acquired by it after the Closing Date) to the Company. The price per share for the Common Stock purchased pursuant to the Put shall be the fair market value thereof as determined by an investment bank of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held nationally recognized standing selected by the Participant and such other number of Option Shares or Vested Portions of Option SharesBoard, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case which shall not be an affiliate of the purchase of Options, LLC or the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))DLJ Entities. (iib) If In the Participant desires event that CRL proposes to exercise his or her option to require its rights under this section, it shall provide the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one with written notice to thereof (the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to "Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell6.04

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due Subject to the Disability paragraph (b) hereof, if there has not been a Successful Remarketing on or death of the Participant prior to the earlier Final Remarketing Date, holders of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightSenior Notes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)8.05, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to Section 4(a)be purchased equal to the principal amount of the applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Participant shall send one Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Company setting forth Purchase Contract Agent of their intention to settle the intention of Participant related Purchase Contract with separate cash, and Permitted Transferees(2) on or prior to 5:00 p.m., if applicableNew York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to collectively sell all Options and/or Option Shares the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to Section 4(athe Purchase Contract Agreement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in full satisfaction of such holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holder. (c) within the period described above, which notice shall specify the number of Option Shares, or in the case The Put Right of a sale holder of Optionsa Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Options, amount to be sold and shall include the signature holders of the Participant and each Permitted Transferee desiring to sellsuch Separate Senior Notes.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Co-Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the case of Prohibited Transfer or at the purchase of Option SharesCo-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share (measured as Selling Investor’s Rights of the delivery of the notice referred Co-Sale pursuant to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (4 or in the case exercise of Option its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares issued 180 days of Stock to be sold to Seller shall be of the same class or less prior to such date of termination type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any time after of such date class or type, the Put Shares shall be shares of termination Common Stock (or Preferred Stock convertible into Common Stock at the option of employment, no earlier than 181 days and no later than 271 the holder thereof). (c) The closing of such sale to Seller will occur within ten days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to such Seller. At such closing, the Participant Selling Investor shall have deliver to Seller the rightcertificate or certificates representing the Put Shares to be sold, subject each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the provisions of Section 5 hereofaggregate purchase price therefor, to sell to the Company and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)5.2(a). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If Without prejudice to any other rights and remedies available to any Investor, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Investor shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Shareholder the type and the Company shall be required number of Ordinary Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Investor would have been entitled to transfer to the extent transferable, held by purchaser under Section 5.1 hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Selling Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Investor’s rights under this Section 4(a)(ii))5. (ii) If Each Investor shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Shareholder within ninety (90) days after the intention later of Participant the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the Investor. (iii) The Selling Shareholder shall, or promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the case of a sale of OptionsInvestor(s) exercising the option created hereby, pay to each such Investor the number of Option aggregate purchase price for the Shares underlying such Options, to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include the signature of the Participant Apoletto), and each Permitted Transferee desiring to sellMajority Series C Preferred Shareholders.

Put Right. (i) If Without prejudice to any other rights and remedies available to any Investor, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Investor shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Shareholder the type and the Company shall be required number of Ordinary Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Investor would have been entitled to transfer to the extent transferable, held by purchaser under Section 5.1 hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Selling Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Investor’s rights under this Section 4(a)(ii))5. (ii) If Each Investor shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Shareholder within ninety (90) days after the intention later of Participant the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the Investor. (iii) The Selling Shareholder shall, or promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the case of a sale of OptionsInvestor(s) exercising the option created hereby, pay to the number of Option each such Investor the aggregate purchase price for the Shares underlying such Options, to be sold by such Investor, and shall include the signature amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the Participant amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each Permitted Transferee desiring to sellseries of the Preferred Shares then outstanding, voting as separate classes.

Put Right. (ia) If Except to the Participant's employment extent prohibited by Brazilian law (in which case a Trigger Event under clause (a)(ii) of the definition thereof shall be deemed to have occurred), at any time after March 10, 2013, or, except to the extent prohibited by Brazilian law, at any time following the occurrence of a Trigger Event, the Requisite Holders shall have the right (but not the obligation) to put, and require each of the other Existing Shareholders and TRIP Shareholders (and Permitted Transferee of each TRIP Shareholder) to put, all of their Investor Preferred Shares to the Company (or, at the Company’s option, a wholly-owned Subsidiary of the Company) at the same time as the Requisite Holders; provided, however, that the Requisite Holders shall not have any rights under this Section 5.1 after the consummation of a Qualified IPO. In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, the Requisite Holders shall give the Company and Subsidiaries terminates due to the Disability or death each other Existing Shareholder and TRIP Shareholder (and Permitted Transferee of the Participant each TRIP Shareholder) who owns Investor Preferred Shares written notice of such election (a “Put Notice”) of such requirement not less than 90 days nor more than 120 days prior to the earlier date on which the Investor Preferred Shares are to be put to the Company (such date, the “Put Election Date”). (b) In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall take, all actions in its power necessary to cause its Investor Preferred Shares to be put to the Company (x) or, at the Company’s option, a Public Offering or (y) a Sale wholly-owned Subsidiary of the Company) on the Put Election Date (or, for (A) if later, promptly following the Vested Portion determination of all Options the Put Value and (B) all Option Shares, within 120 days after such the expiration or termination of employment any applicable waiting period under the Participant shall have HSR Act or any other anti-competition or similar law). (c) On the rightPut Election Date (or, subject to if later, promptly following the provisions determination of Section 5 hereof to sell to the Company Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law), the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transfereesor, if applicable, all shall cause is wholly-owned Subsidiary to) pay to each Existing Shareholder and TRIP Shareholder (but not less than alland Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares the portion of the Put Value to which such Existing Shareholder and TRIP Shareholder (1and Permitted Transferee of each TRIP Shareholder) Participant's Vested Portion of all Options and is entitled (2determined in accordance with Section 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to relevant transfer term (itermo de transferência) in the case Share Transfer Register in order to perfect such Transfer to the Company, in each instance free and clear of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option all Liens (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, other than (x) if such termination occurs prior to the date which is 18 months from the date Liens in respect of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share accrued taxes not yet payable and (y) if such termination occurs after the date which is 18 months from the date of this Agreementrestrictions on transfer under applicable securities laws), the Fair Market Value and delivery of such Option Share. If certificates of authority, consents to transfer and other instruments or evidences of good title to such Investor Preferred Shares by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of a TRIP Shareholder, as the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (xcase may be) a Public Offering or (y) a Sale of as may be reasonably requested by the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (iid) If In the Participant desires to event that the Requisite Holders exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Put Right in accordance with this Article V, the Participant shall send one written notice to the Company setting forth the intention of Participant each Existing Shareholder and TRIP Shareholder (and Permitted Transferees, if applicable, Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall be entitled to collectively sell all Options and/or Option Shares pursuant to Section 4(areceive a portion of the Put Value (expressed as a percentage) within the period described above, which notice shall specify determined by dividing the number of Option SharesInvestor Preferred Shares owned by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of such TRIP Shareholder, or in as the case of a sale of Options, may be) by the aggregate number of Option Investor Preferred Shares underlying such Options, to be sold and shall include being repurchased by the signature of Company (or its wholly-owned Subsidiary) in connection with the Participant and each Permitted Transferee desiring to sellPut Right.

Put Right. (a) From and after the date that is the first anniversary of the Closing Date (the “Redemption Date”), Sellers’ Representative shall have the right (the “SR Put Right”) to require Parent to pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or all of the Stock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of such date) held in the Stock Escrow Account and/or the Indemnity Escrow Account, respectively, as specified by the Sellers’ Representative in a written notice (a “Seller Notice”) delivered to Parent (the number of SFX Shares so specified in the Seller Notice, the “Redemption Shares”), an amount equal to Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). Upon delivery of the Seller Notice, (i) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parent, and (ii) Parent shall promptly pay to (or as directed by) the Sellers’ Representative, by wire transfer of immediately available funds to the account or accounts specified by the Sellers’ Representative in the Seller Notice, the Redemption Price. If the Participant's employment Redemption Price is not paid in accordance with the Company and Subsidiaries terminates due to the Disability or death terms hereof within ten (10) Business Days following Parent’s receipt of the Participant prior to Seller Notice, then the earlier Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transaction. (b) Without duplication of the SR Put Right, if either (x) a Public Offering as of the Redemption Date, or (y) a Sale following the Redemption Date but prior to the exercise of the CompanySR Put Right pursuant to Section 4.3(a), for (A) the Vested Portion of all Options and (B) all Option SharesStock Consideration has been distributed to the Sellers, within 120 days after such termination of employment the Participant then each Seller shall have the rightright to require Parent to repurchase any or all the SFX Shares (except those SFX Shares that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144) then-held by such Seller at a price per share of Five Dollars ($5.00) (subject to appropriate adjustment in the provisions event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock). If such repurchase is not consummated within ten (10) Business Days of Parent’s receipt of a written notice of repurchase delivered by such Seller, then the per share price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such repurchase. (c) For the avoidance of doubt, the rights contemplated by Section 5 hereof 4.3(a) and Section 4.3(b) shall survive with respect to sell any portion of the Stock Consideration not registered for resale in, or concurrently with, the SFX Qualified IPO, until the earlier to occur of (i) the date upon which such shares are registered in a Resale Registration, or (ii) such shares are eligible for resale under Rule 144. Upon the exercise of the rights set forth in Section 4.3(a) or 4.3(b), as the case may be, Parent shall apply all of its assets to make the payments contemplated thereby and to no other corporate purpose, except to the extent prohibited by the DGCL. (d) Parent hereby covenants and agrees to (i) use commercially reasonable efforts to include the Stock Consideration (in all cases in this subsection, including the Indemnity Escrow Shares) in the SFX Qualified IPO or concurrent Resale Registration, (ii) include the Stock Consideration in the SFX Qualified IPO (or concurrent Resale Registration) on a pro rata basis with shares of SFX Common Stock that have been transferred as consideration for other acquisitions by Parent, (iii) following the applicable Lock-Up period required by the managing underwriter of the SFX Qualified IPO, use commercially reasonable efforts to file a registration statement with the SEC for the resale registration (“Resale Registration”) of any unregistered shares of Stock Consideration except those eligible for resale under Rule 144, (iv) use commercially reasonable efforts to cause the registration statement filed with respect to the proposed SFX Qualified IPO (or Resale Registration, as applicable) to become effective promptly and to remain effective until the earlier of two years or until all shares of Stock Consideration registered thereunder have been disposed of by Sellers or Sellers’ Representative, as applicable, (iv) furnish, as far in advance as possible but in no event less than five (5) Business Days before filing a registration statement in connection with the SFX Qualified IPO (or Resale Registration, as applicable), a copy of the registration statement and prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the Sellers’ Representative, and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Sellers’ Representative may reasonably propose, and Parent shall not file any such document to which the Sellers’ Representative objects in writing, unless in the reasonable judgment of Parent’s counsel such filing is necessary to comply with applicable Law, (iv) promptly notify in writing the Sellers’ Representative of the receipt by Parent of any comments by or notifications from the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (v) furnish to the Sellers’ Representative such information as the Sellers’ Representative may reasonably request from time to time regarding the Surviving Company or the SFX Qualified IPO, (vi) notify the Sellers’ Representative or Sellers, as applicable, on a timely basis at any time when a prospectus relating to the Stock Consideration or any document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the Sellers’ Representative prepare and furnish to each Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Company offerees of such Stock Consideration, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) furnish to each Seller such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Seller may reasonably request in order to facilitate the public sale or other disposition of such Seller’s portion of the Stock Consideration, as applicable. All expenses incurred in connection with the SFX Qualified IPO or Resale Registration (including expenses incurred by Sellers’ Representative in connection with the transactions contemplated by this Section 4.3(d)) shall be borne and paid by Parent. On the date on which the registration statement with respect to the SFX Qualified IPO or Resale Registration is declared effective by the SEC, the Parent shall promptly deliver a written notice to the Sellers’ Representative notifying the Sellers’ Representative that the registration statement with respect to the SFX Qualified IPO or Resale Registration has been declared effective. Parent hereby represents, warrants and covenants that the Sellers shall have registration rights at least as favorable as the registration rights granted to any other holder of Secondary Shares. (e) If, in connection with the SFX Qualified IPO, the Stock Consideration is required by the managing underwriter to be subject to a restriction on transfer for a specified period of time following the pricing of the SFX Qualified IPO (a “Lock-Up”) then, Parent shall promptly deliver written notice to the Sellers’ Representative with respect to the terms of the Lock-Up (including a copy of any agreement to be entered into in connection with the Lock-Up); provided, however, that Parent shall not agree to any Lock-Up, and shall cause Holder not to agree to any Lock-Up, with respect to the Stock Consideration (and neither the Sellers nor Sellers’ Representative shall be required to purchase (enter into any Lock-Up with respect to the Stock Consideration), unless all other holders of Secondary Shares and senior management of Parent shall be subject to a Lock-Up of at least the provisions same duration, and shall participate in the Lock-Up on the same terms, as the Sellers. (f) Following an SFX Qualified IPO, Parent shall use commercially reasonable efforts to comply with the “current public information” requirement of Section 5 hereof)subsection (c) of Rule 144. Parent shall cooperate with the Sellers’ Representative and Sellers, on one occasion from the Participant and his Permitted Transferees, if as applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options in providing information necessary to complete and (2) the number of Option Shares then held file any information reporting forms presently or hereafter required by the Participant and such other number of Option Shares or Vested Portions of Option Shares, SEC as a condition to the extent transferableavailability of Rule 144. For the purposes of this Section 4.3, held the availability of Rule 144 for shares of Stock Consideration shall be as determined by the Participant's Permitted Transferees advice of counsel to the Sellers’ Representative or the Sellers, as the Participant may request at a price per Option or Option Share equal to applicable. (g) Parent shall not, and shall cause its Affiliates not to, (i) in prior to the case Closing, issue or make any public release or announcement with respect to the Transactions, or otherwise disclose any information relating to the Transactions or include a description of the purchase of Options, the difference between the Fair Market Value Transactions or any of the Option Share underlying terms of this Agreement in any public filing, in each case, without the Option (measured as prior written consent of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and Sellers’ Representative, or (ii) in enter into any agreement, including any credit agreement, or take any action that would, or would reasonably be expected to, impair Parent’s or Buyer’s ability to comply with its obligations hereunder. (h) Notwithstanding anything contained herein to the case of the purchase of Option Sharescontrary, (x) if such termination occurs if, prior to the date upon which is 18 months from the date of this Agreement, the greater all of the Fair Market Value Stock Consideration is registered for resale in or concurrently with an SFX Qualified IPO, registered in a Resale Registration, or eligible for resale under Rule 144, Parent enters into an agreement for the acquisition by any third-party purchaser (or group of such Option Share (measured as purchasers), directly or indirectly, of beneficial ownership of more than 50% of the delivery voting power of the notice referred voting stock of Parent (including by merger or consolidation) or the sale of substantially all of the assets of Parent to a third-party in one or a series of related transactions, then the exercise of the rights set forth in Section 4(a)(ii)4.3(a) or 4.3(b) shall automatically accelerate and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held become exercisable by the Participant Sellers’ Representative and such other number of Option Shares held by the Participant's Permitted Transferees Sellers, as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))applicable. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If Without prejudice to any other rights and remedies available to any Non-Transferring Party, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of a Prohibited Transfer, each of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Non-Transferring Parties shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Transferring Party the type and the Company shall be required number of Securities equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and Securities such other number of Option Shares or Vested Portions of Option Shares, Non-Transferring Party would have been entitled to transfer to the extent transferable, held by purchaser under Section 3.1(c)(i) hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Securities are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Transferring Party shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Transferring Party in the Prohibited Transfer. The Transferring Party shall also reimburse each Non-Transferring Party for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Non-Transferring Party’s rights under Section 4(a)(ii))3 and Section 5. (ii) If Each Non-Transferring Party shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Transferring Party within ninety (90) days after the intention later of Participant the dates on which such Non-Transferring Party (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesSecurities to be transferred by such Non-Transferring Party. (iii) The Transferring Party shall, or promptly upon receipt of the notice described in subsection 5.2(ii) above from the case of a sale of OptionsNon-Transferring Party(ies) exercising the option created hereby, pay to each such Non-Transferring Party the number of Option Shares underlying such Options, aggregate purchase price for the Securities to be sold by such Non-Transferring Party, and shall include the signature amount of reimbursable fees and expenses, as specified in subparagraph 5.2(i), in cash or by other means acceptable to such Non-Transferring Party. (iv) Upon receipt of full payment of the Participant and each Permitted Transferee desiring amount due from the Transferring Party, such Non-Transferring Party shall deliver to sellthe Transferring Party the Convertible Notes, certificate or certificates representing Securities to be sold, together with a transfer form signed by such Non-Transferring Party.

Put Right. (i) If In the Participantevent Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with the Company and Subsidiaries terminates due to the Disability cause or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Companywithout cause, Optionee shall, for a period of ninety (A90) the Vested Portion of all Options and (B) all Option Sharesdays thereafter, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option right to require the Company Corporation to repurchase Options and/or Option Shares pursuant to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 4(a5.4 of the Plan), the Participant . Optionee shall send one exercise his put right by delivering written notice to the Company setting forth Corporation within such period. The Corporation and Optionee shall consummate the intention transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of Participant the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and Permitted Transfereeson each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if applicable, the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to collectively sell all Options and/or Option Shares redeem the total number of shares required to be redeemed pursuant to this Section 4(a) within 4 on any Redemption Date, those funds which are legally available for the period described aboveCorporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, which notice the shares of Optionee's Common Stock not redeemed shall specify remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, shares required to be sold redeemed on the next following Redemption Date and shall include the signature be redeemed on that date, subject to provisions of the Participant and each Permitted Transferee desiring to sellthis Section 4.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due Subject to the Disability terms and conditions of this Agreement, Soaring Wings shall have the right (but not the obligation), upon written notice to Parent (the “Put Notice”) given at any time before the Put Deadline (as defined below), to force Parent to purchase, for cash, at the Put Closing (as defined below), all or death any portion of the Participant prior shares of ARC Stock received by Soaring Wings under Section 1.2(c) of the Asset Purchase Agreement or Section 15 of this Agreement. In the event Soaring Wings receives ARC Stock pursuant to Section 1.2(c) of the Asset Purchase Agreement and puts all of such ARC Stock to Parent, then the amount payable by Parent to Soaring Wings at the Put Closing shall be equal to the earlier Put Price (as defined below). In the event Soaring Wings elects to put only a portion of such shares to Purchaser, either because Soaring Wings received Contingent Cash Consideration on one or more of such anniversaries, Soaring Wings sold some of the ARC Stock, Soaring Wings elected to retain some of the ARC Stock and put only a portion of the ARC Stock to Parent, and/or for any other reason, then the amount payable by Parent to Soaring Wings at the Put Closing will calculated in the following manner: (x) a Public Offering or the Put Price, multiplied by (y) a Sale fraction, the numerator of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) which is the number of Option Shares then held shares of ARC Stock put to Parent by Soaring Wings hereunder, and the denominator of which is the number of shares of ARC Stock received by Soaring Wings under the Asset Purchase Agreement had Soaring Wings received ARC Stock on each of the 1st, 2nd and 3rd anniversaries of the Closing Date. Upon the mutual written agreement of Parent and Soaring Wings, the deadline for Soaring Wings delivering the Put Notice may be extended beyond the Put Deadline, in which case the Put Closing will be a day selected by the Participant Parent and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to Soaring Wings (i) but in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no event later than 271 14 days after the date end of issuance of such Option Sharesnew Put Deadline). The amount payable by Parent to Soaring Wings at the Put Closing shall be referred to herein as, the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))“Put Payment”. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability there has not been a Successful Remarketing on or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale last day of the CompanyFinal Remarketing Period, for (A) the Vested Portion Holders of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightRSNs will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)7.05, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such RSNs for cash on the Purchase Contract Settlement Date, at a price per RSN to Section 4(a), the Participant shall send one written notice be purchased equal to the Company setting forth principal amount of the intention applicable RSN (the “Put Price”). (b) The Put Right of Participant and Permitted Transfereesa Holder of a Separate RSN shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate RSNs, to the Trustee by such Holder at or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a sale Holder of Optionsa Separate RSN may be exercised with respect to all or a portion of such Holder’s Separate RSNs (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate RSNs with respect to which a Holder has exercised a Put Right. In exchange for any Separate RSNs surrendered pursuant to the Put Right, the Trustee shall then distribute such Optionsamount to the Holders of such Separate RSNs. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to RSNs relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be sold and shall include the signature automatically exercised in accordance with Section 5.02(b) of the Participant Purchase Contract and each Permitted Transferee desiring Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent and the Trustee of its intent to selleffect a Cash Settlement and timely paid the Purchase Price). (d) RSNs purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (ia) If a Public Offering has not occurred by October 8, 2017, in the Participant's employment with the Company event any Target Investment is sold or repaid thereafter and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a an initial Public Offering or (y) and a Sale listing of the CompanyREIT Shares on a national securities exchange or automated quotation system, for (A) the Vested Portion of all Options and (B) all Option SharesSteepRock may, within 120 days after such termination of employment the Participant shall have the rightat its sole option, subject require SR Mezz to repurchase Common Units from SteepRock having a Value equal to the provisions product of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of proceeds from the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price sale of such Option Shares Target Investments and (ii) in the case lesser of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share 5% and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to SteepRock’s Sharing Percentage (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or as defined in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)LLC Agreement). (iib) Promptly following a sale or repayment of any Target Investment for which the right set forth in Section 4.01(a) applies, SR Mezz shall notify SteepRock in writing of such sale or repayment, including the amount of proceeds received by SR Mezz in respect thereof, the proposed use of such proceeds by SR Mezz, if known, and that SteepRock is entitled to exercise its right pursuant to Section 4.01(a) hereof. If the Participant SteepRock desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares its right pursuant to Section 4(a)4.01(a) hereof, the Participant it shall send one give SR Mezz written notice of the exercise of each such option no later than fifteen (15) Business Days following receipt of the notice from SR Mezz referred to in the Company setting forth the intention preceding sentence. Failure to provide such notice during such fifteen (15) Business Day period shall be deemed to be a waiver of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares SteepRock’s right pursuant to Section 4(a4.01(a) within in respect of the period described aboveapplicable sale or repayment. (c) SteepRock covenants and agrees that all of the Common Units tendered for repurchase pursuant to this Section 4.01 shall be delivered to SR Mezz free and clear of all liens, which notice claims and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, SR Mezz shall specify the number of Option Sharesnot be under any obligation to repurchase such Common Units pursuant to this Section 4.01. SteepRock further agrees that, or in the case of event any state or local property transfer tax is payable as a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature result of the Participant transfer of its Common Units to SR Mezz, SR Mezz shall assume and each Permitted Transferee desiring pay such transfer tax. (d) The provisions of this Section 4.01 shall terminate upon the earliest to selloccur of (x) consummation of an initial Public Offering, (y) the listing of the REIT Shares on a national securities exchange or automated quotation system and (z) the termination of the Sub-Advisory Agreement.

Put Right. (a) Upon the occurrence of an Event of Default (as defined in the Note) either the Buyer or the Seller shall provide written notice to the other of the occurrence of such Event of Default, including any known details thereof to the other (a “Note Default Notice”). Within forty-five (45) days of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held receipt by the Participant and Seller of such other number of Option Shares or Vested Portions of Option SharesNote Default, to the extent transferable, held delivered by the Participant's Permitted Transferees as the Participant may request at a price per Option Buyer or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) delivery by the Seller of such Note Default Notice (such period, the “Escrow Shares Election Period”) the Seller shall deliver a Default Notice (as defined in the case Escrow Agreement) to the Escrow Agent pursuant to which such number of Escrow Shares set forth in such Default Notice shall be transferred to the Seller; provided, however in no event shall the value of such Escrow Shares (based on the Closing Date Share Price) released to the Seller exceed the principal amount plus any accrued but unpaid interest then outstanding under the Note. Any Escrow Shares which are not released to the Seller pursuant to this Section 6.10(a) shall be delivered to the Buyer promptly following the expiration of the purchase Escrow Shares Election Period. (b) Within forty-five (45) days of Option Shares, (x) if the receipt of such termination occurs prior to the date which is 18 months Escrow Shares from the date of this Agreement, Escrow Agent (the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares“Put Period”), the Participant Seller shall have the right, subject provide written notice to the provisions of Section 5 hereofBuyer (the “Put Notice”) requiring the Buyer, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) or part of the Option Shares then held by the Participant and such other number of Option Escrow Shares held by the Participant's Permitted Transferees as the Participant may request Seller pursuant Section 6.10(a), at a purchase price per Option Share share equal to the Fair Market Value of such Option Closing Date Share Price (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii“Put Right”) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice Put Notice shall specify the number of Option Escrow Shares to be purchased by the Buyer (the “Put Shares”). If the Seller does not elect to exercise the Put Right within the Put Period, then Put Right shall expire and be of no further force or in effect. (c) Subject to Section 6.10(d), within five (5) Business Days of the case Buyer’s receipt of a sale any Put Notice, the Buyer shall deliver to the Seller by wire transfer of Optionsimmediately available funds to an account designated by the Seller, an amount (the “Put Price”) equal to the product of (x) the Closing Date Share Price multiplied by (y) the number of Option Shares underlying such OptionsPut Shares, against simultaneous delivery by the Buyer to be sold and shall include the signature Seller of the Participant Put Shares. (d) The Buyer’s obligation to pay the Put Price to the Seller following the Seller’s election to exercise the Put Right pursuant to this Section 6.10 shall be tolled solely to the extent that the payment of any portion of the Put Price by the Buyer (i) is not permitted under the Subordination Agreement, as in effect on the date hereof or (ii) would render the Buyer insolvent under applicable Law. In the event that the Buyer’s obligation to pay any portion the Put Price to the Seller is so tolled, the Buyer shall provide written notice thereof to the Seller prior to the expiration of the Put Period, and each Permitted Transferee desiring within three (3) Business Days following the date on which the conditions giving rise to sellthe tolling of the payment of any portion of the Put Price to the Seller are no longer in effect, the Buyer shall provide notice thereof to the Seller, and the Buyer shall then have five (5) Business Days to pay such portion the Put Price to the Seller against delivery of the Put Shares in the manner specified in Section 6.10(c). In the event the Buyer’s obligation to pay the Put Price is tolled pursuant to this Section 6.10(d), then any unpaid portion of the Put Price payable to the Seller shall accrue interest at a rate of 10% per annum. (e) The Buyer acknowledges and agrees that any transaction between the Buyer and the Seller pursuant to this Section 6.10 is a non-market transaction and as such, any policies of the Buyer relating to the sale by its Affiliates of its securities shall not apply.

Put Right. (ia) If At any time during the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyPut/Call Period, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required Seller may require FAT Brands to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Put/Call Shares then held by at the Participant Put/Call Price, on the terms and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal subject to the Fair Market Value conditions of such Option Share this Section 3. (measured as b) Seller shall give FAT Brands at least 30 days’ prior written notice of its election to sell to FAT Brands the Put/Call Shares (the “Put Notice”), which Put Notice shall set forth the date and time of the delivery closing (which shall be a Business Day); provided, however, that by written notice delivered to Seller prior to then scheduled date of the notice referred closing, FAT Brands shall have the right on one or more occasions to defer then scheduled closing to a later date (which shall be a Business Day) but not beyond the last day of the Put/Call Period except as provided in Section 4(a)(ii)3(f). (iic) If The closing of the Participant desires purchase and sale of the Put/Call Shares shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the closing date; provided that if the purchase and sale is subject to exercise his regulatory approval or her option to require the Company to repurchase Options and/or Option Shares requires third party consents or waivers pursuant to Section 4(aany material contract to which FAT Brands is bound, the closing date shall be extended to the date that occurs five (5) Business Days after all such approvals, consents and waivers have been received (even if beyond the Put/Call Period). (d) At the closing, Seller shall, and shall cause the Permitted Transferees to, (i) deliver to FAT Brands instrument(s) of transfer, in form and substance reasonably acceptable to FAT Brands, sufficient to transfer, free and clear of all Encumbrances (other than Permitted Equity Encumbrances), the Participant Put/Call Shares, (ii) execute and deliver to FAT Brands a certificate in form and substance reasonably acceptable to FAT Brands containing customary representations and warranties with respect to title to and ownership of the Put/Call Shares, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other certificates and documents and take such other actions as may be reasonably requested by FAT Brands to consummate such transactions. (e) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Put/Call Price (it being agreed by Seller that it shall send one be responsible to disburse such amount among the Permitted Transferees who are selling Put/Call Shares). Payment, after deducting all tax and other required withholdings, shall be made by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the closing. (f) Notwithstanding Section 3(b), by written notice delivered to Seller prior to the Company setting forth end of the intention Put/Call Period, FAT Brands shall have the option to defer the closing until up to 120 days following the end of Participant the Put/Call Period (and, for avoidance of doubt, Seller and the Permitted TransfereesTransferees shall remain the owners of the Put/Call Shares until the closing). In such event, if applicable, the Put/Call Price shall be deemed to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within accrue interest from the period described abovebetween the end of the Put/Call Closing and the closing at the rate of 5.0% per annum, which notice interest shall specify be payable at the number of Option Sharesclosing together with the Put/Call Price. (g) If FAT Brands makes available, or at the time and place and in the case of a sale of Optionsamount and form provided herein, the number of Option consideration for the Put/Call Shares underlying such Options, to be sold purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ and the Permitted Transferees shall include the signature no longer have any rights as holders of the Participant Put/Call Shares (other than the right of Seller to receive payment of such consideration in accordance herewith) and each Permitted Transferee desiring the Put/Call Shares shall be deemed to sellhave been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby.

Put Right. (ia) If the Participant's employment with at any time a Management Holder’s Employment shall be terminated by reason of such Management Holder’s death or Permanent Disability, except as otherwise provided in any written agreement between the Company and Subsidiaries terminates due such Management Holder, such Management Holder (and each Permitted Management Holder Transferee of such Management Holder who has been transferred Stock pursuant to the Disability or death of the Participant prior to the earlier of (xthis Agreement by such Management Holder) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject but not the obligation, to the provisions of Section 5 hereof to sell to the Company sell, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicablepurchase, all (but not less than all) of the Stock owned by that Management Holder and any Permitted Management Holder Transferee (the “Put Option”, and such Stock subject to the Put Option, the “Put Eligible Stock”) at the Put Option Shares then held Price. (b) If a Management Holder desires to exercise its Put Option, it shall deliver written notice thereof (a “Put Notice”) to the Company no earlier than one hundred and eighty-one (181) days and no later than two hundred and ten (210) days following the later of (x) termination of the Management Holder’s Employment and (y) receipt of Option Stock by such Management Holder in connection with a post-termination exercise in accordance with the Option Plan. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Company certificates representing the shares of Put Eligible Stock, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the sixtieth (60th) day after delivery of the Put Notice to the Company. The Company will pay the proceeds from the purchase of the Put Eligible Stock pursuant to the Put Option (the “Put Repurchase Price”), at its option, (i) by a check or wire transfer of immediately available funds or (ii) to the extent that payment of the Put Repurchase Price in cash would adversely affect (x) the Company’s liquidity or would be restricted by the Participant and such other number Company’s financing arrangements, or (y) the business, financial condition, liquidity or prospects of Option Shares held the Company, in each case, as determined by the Participant's Permitted Transferees as Board in good faith, by a subordinated non-amortizing note with a five year term beginning on the Participant may request closing date of the purchase of the Put Eligible Stock (the “Put Note”). The Put Note shall bear interest at a price per Option Share rate equal to the Fair Market Value Mid-term Applicable Federal Rate plus three percent (3%) from the date of issuance of the Put Note and will be payable quarterly in arrears. Such Put Note may be prepaid by the Company in whole at any time or in part from time to time without premium or penalty and shall otherwise be in the form acceptable to the Board; provided, however, that if at any time after such Put Note has been issued the Prepayment Conditions are satisfied, the Put Note shall then be prepaid in full at such time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to make any cash payment pursuant to this Section 9(b) or any cash payment of principal or interest due under a Put Note if the if the Board determines that making such payment would reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. In the event the Company cannot make any cash payment under this Section 9(b) or the cash payments of principal and interest due under a Put Note because of such Option Share (measured Board determination, the Company will undertake to make such payments at such time as the Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. Payment of the delivery Put Repurchase Price shall be made after offset of any bona fide debts owed by the Management Holder to the Company, which will be entitled to receive customary representations and warranties from the Management Holder or its Permitted Management Holder Transferees, as applicable, regarding such sale and to require all signatures of the notice referred Management Holder or its Permitted Management Holder Transferees to in Section 4(a)(ii))be guaranteed. (iic) If Upon the Participant desires to exercise his or her option to require termination of the Company to repurchase Options and/or Option Shares pursuant to Employment of any Management Holder as set forth in Section 4(a9(a), the Participant Management Holder’s Put Option shall send one written notice also apply with respect to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature Stock held by Affiliates of the Participant and each Permitted Transferee desiring to sellterminated Management Holder.

Put Right. (i) If the Participant's employment with the Company Without prejudice to any other rights and Subsidiaries terminates due remedies available to the Disability or death Investors, in the event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the each Participant shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Transferring Holder the type and the Company shall be required number of Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the such Participant and such other number of Option Shares or Vested Portions of Option Shares, would have been entitled to transfer to the extent transferable, held by third-party Transferee under Section 3 hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Transferring Holder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the third-party Transferee to the Transferring Holder in the Prohibited Transfer. The Transferring Holder shall also reimburse each Participant for any and all reasonable fees and expense, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Participant’s rights under Sections 2 and 3. (ii) If Within ninety (90) days after the later of the date on which the Participant desires (A) received notice of the Prohibited Transfer; or (B) otherwise became aware of the Prohibited Transfer, such Participant shall, if exercising its rights under this Section 6, deliver to exercise his the Transferring Holder the certificate or her option certificates and instruments of transfer properly endorsed for transfer representing the Shares to require be sold under this Section 6 by such Participant. (iii) The Transferring Holder shall, within seven (7) Business Days upon receipt of the Company certificate or certificates and instruments of transfer for the Shares to repurchase Options and/or Option Shares be sold by a Participant pursuant to this Section 4(a6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 6.3(i), the Participant shall send one written notice in cash or by other means acceptable to the Participant. The Company setting forth the intention will concurrently therewith record such transfer on its books and update its register of Participant members and Permitted Transfereeswill promptly thereafter and in any event within five (5) Business Days reissue certificates, if as applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold Transferring Holder and shall include the signature of the Participant and each Permitted Transferee desiring reflecting the new securities held by them giving effect to sellsuch transfer.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Co-Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Selling Investor that number of shares of Preferred Stock (on an as converted basis) or Common Stock subject to Section 5.B(2)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (1) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the case of Prohibited Transfer or at the purchase of Option SharesCo-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share (measured as Selling Investor’s Rights of the delivery of the notice referred Co-Sale pursuant to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (4 or in the case exercise of Option its rights under this Section 5 with respect to the Put Shares. (2) The Put Shares issued 180 days to be sold to Seller shall be of the same class or less prior to such date of termination type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any time after of such date class or type, the Put Shares shall be shares of termination Common Stock (or Preferred Stock convertible into Common Stock at the option of employment, no earlier than 181 days and no later than 271 the holder thereof). (3) The closing of such sale to Seller shall occur within ten (10) days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to such Seller. At such closing, the Participant Selling Investor shall have deliver to Seller the rightcertificate or certificates representing the Put Shares to be sold, subject each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the provisions of Section 5 hereofaggregate purchase price therefore, to sell to the Company and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)5.B(1). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) Except as otherwise provided herein, if Employee’s employment by the Vested Portion Company is terminated pursuant to Section 5(b), (c), (e), (f), (g) or (h), then Employee or his estate, as the case may be, shall have the right (the “Put Right”), for six months following the Date of Termination, (A) to sell to Holdings, and Holdings shall be required to purchase, on one occasion, all Options or any portion, as specified by Employee or his estate, of the shares of Common Stock then held by Employee or his estate, as the case may be, at the Put Price and (B) all to require Holdings to pay to Employee or his estate, as the case may be, an amount equal to the Employee Option Shares, within 120 days after such Excess Price with respect to the termination of employment all or any portion, as specified by Employee, of the Participant outstanding vested Employee Options then held by Employee or his estate, as the case may be. (B) Employee or his estate, as the case may be, shall send written notice to Holdings of his or its intention to exercise the Put Right to sell shares of Common Stock and/or to terminate Employee Options (the “Redemption Notice”). The completion of the purchase shall take place on the tenth day after the actual date of delivery of the Redemption Notice against delivery of certificates or other instruments representing the Common Stock so purchased and appropriate documents canceling the Employee Options so terminated, appropriately endorsed or executed by Employee or his estate, or his or its duly authorized representative. Subject to Section 7(c)(ii)(C), payment of the aggregate Put Price for all Common Stock repurchased pursuant to a Redemption Notice shall be paid within ten (10) days following the determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. Payments with respect to Employee Options as described above shall be paid in substantially equal installments on the first business day of the month over the 180 day period following the determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. (C) Notwithstanding anything to the contrary herein, if the Board of Directors of Holdings in good faith determines that the repurchase by Holdings of Common Stock pursuant to a Redemption Notice: (I) is prohibited by applicable law restricting the purchase by a corporation of its own shares; or (II) prior to the first to occur of an Initial Public Offering or a Change of Control, would violate or cause a default under any of Holdings’ or any of Holdings’ Subsidiaries’ material debt agreements, indentures and other agreements or instruments evidencing material indebtedness of Holdings or any of its Subsidiaries, as such agreements, indentures and instruments may be amended or modified from time to time in accordance with their terms (collectively, “Financing Documents”) (the events described in (I) and (II) above each constitute a “Repurchase Disability”), then Holdings shall notify Employee in writing (a “Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. Holdings shall thereafter repurchase the Common Stock described in the Redemption Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or Holdings may elect, but shall have no obligation, to cause its nominee to repurchase the rightCommon Stock while any Repurchase Disabilities continue to exist). In the event Holdings or its nominee does not repurchase the Common Stock due to a Repurchase Disability, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of Holdings shall provide written notice to Employee as soon as practicable after all Options and Repurchase Disabilities cease to exist (the “Reinstatement Notice”); (2) the number Fair Market Value shall be determined as of Option Shares then held by the Participant date the Reinstatement Notice is delivered to Employee, which Fair Market Value shall be used to determine the Put Price and such other number (3) the completion of Option Shares or Vested Portions of Option Shares, the repurchase pursuant to the extent transferable, held Redemption Notice shall occur on a date specified by Holdings within 10 days following the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case determination of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying Common Stock; provided, however, that the Option (measured number of shares of Common Stock subject to repurchase under this Section 7(c)(ii) shall be that number of shares of Common Stock held by Employee or his estate, as the case may be, at the effective date of the delivery of the notice referred to Redemption Notice in accordance with this Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)7(c)(ii). (iiD) If Notwithstanding the Participant desires foregoing, to exercise his the extent that Holdings’ repurchase of Common Stock pursuant to a Redemption Notice may be made in part without creating or her option causing a Repurchase Disability, Holdings shall make such repurchases to require the fullest extent without creating or causing a Repurchase Disability. (E) Notwithstanding anything to the contrary in the Management Stockholders Agreement, if the Company to repurchase Options and/or Option Shares shall exercise the Call Right pursuant to Section 4(a)2(c) of the Management Stockholders Agreement, Employee shall have the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, Put Right specified herein as if applicable, to collectively sell all Options and/or Option Shares he terminated his employment pursuant to Section 4(a5(g) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature this Agreement as of the Participant and each Permitted Transferee desiring date of the Change of Control pursuant to sellwhich such Call Right is exercised.

Put Right. (i) If the Participant's employment with the Company Without prejudice to any other rights and Subsidiaries terminates due remedies available to the Disability or death Preferred Holders, in the event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Preferred Holder shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Transferring Holder the type and the Company shall be required number of Equity Securities equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held Equity Securities such Preferred Holder would have been entitled to transfer to the third-party Transferee under Section 4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the Equity Securities are to be sold to the Transferring Holder shall be equal to the price per share paid by the Participant third-party Transferee to the Transferring Holder in the Prohibited Transfer. The Transferring Holder shall also reimburse each Preferred Holder for any and all reasonable fees and expense, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Preferred Holder’s rights under Section 3 and Section 4. (b) Within ninety (90) days after the later of the date on which the Preferred Holder (i) receives notice of the Prohibited Transfer or (ii) otherwise becomes aware of the Prohibited Transfer, such Preferred Holder shall, if exercising its rights under this Section 7, deliver to the Transferring Holder the certificate or certificates and instruments of transfer properly endorsed for transfer representing the Equity Securities to be sold under this Section 7 by such Preferred Holder. (c) The Transferring Holder shall, within seven (7) Business Days upon receipt of the certificate or certificates and instruments of transfer for the Equity Securities to be sold by a Preferred Holder pursuant to this Section 7, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 7.3(a), in cash or by other number means acceptable to the Preferred Holder. The Company will concurrently therewith record such transfer on its books and update its register of Option Shares or Vested Portions of Option Sharesmembers and will promptly thereafter and in any event within five (5) Business Days reissue certificates, as applicable, to the extent transferable, Transferring Holder and the Preferred Holder reflecting the new securities held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior them giving effect to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))transfer. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If Without prejudice to any other rights and remedies available to any Non-Selling Shareholder, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Non-Selling Shareholder shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Shareholder the type and the Company shall be required number of Ordinary Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Non-Selling Shareholder would have been entitled to transfer to the extent transferable, held by purchaser under Section 5.1 hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Selling Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Non-Selling Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Non-Selling Shareholder’s rights under this Section 4(a)(ii))5. (ii) If Each Non-Selling Shareholder shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Shareholder within ninety (90) days after the intention later of Participant the dates on which the Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the Non-Selling Shareholder. (iii) The Selling Shareholder shall, or promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the case of a sale of OptionsNon-Selling Shareholder(s) exercising the option created hereby, pay to each such Non-Selling Shareholder the number of Option aggregate purchase price for the Shares underlying such Options, to be sold by such Non-Selling Shareholder, and shall include the signature amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Non-Selling Shareholder. (iv) Upon receipt of full payment of the Participant amount due from the Selling Shareholder, the Non-Selling Shareholder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Non-Selling Shareholder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and each Permitted Transferee desiring to sellthe Company undertakes it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Preferred Majority.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability there has not been a Successful Remarketing on or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale last day of the CompanyFinal Remarketing Period, for (A) the Vested Portion Holders of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightNotes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)9.5, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Notes for cash on the Purchase Contract Settlement Date, at a price per Note to Section 4(a), the Participant shall send one written notice be purchased equal to the Company setting forth principal amount of the intention applicable Note (the “Put Price”). (b) The Put Right of Participant and Permitted Transfereesa Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Trustee by such Holder at or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a sale Holder of Optionsa Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Optionsamount to the Holders of such Separate Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be sold and shall include the signature automatically exercised in accordance with Section 5.02(b) of the Participant Purchase Contract and each Permitted Transferee desiring Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to selleffect a Cash Settlement and timely paid the Purchase Price). (d) Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due Subject to the Disability or death of the Participant paragraph (b) hereof, if there has not been a Successful Remarketing prior to the earlier of (x) a Public Offering or (y) a Sale end of the CompanyFinal Remarketing Period, for (A) the Vested Portion Holders of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightDebentures will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)8.05, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Debentures on the Purchase Contract Settlement Date, at a price per Debenture to Section 4(a)be purchased equal to the principal amount of the applicable Debenture, plus accrued and unpaid interest to, but excluding, the Participant shall send one Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of Holders of Applicable Ownership Interests in Debentures that are part of Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Company setting forth Purchase Contract Agent of their intention to settle the intention related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Participant Section 5.03(b)(iii) of the Purchase Contract and Permitted TransfereesPledge Agreement with respect to such settlement, if applicableand such Holders shall be deemed to have elected to have a portion of the proceeds of the Put Right of the Debentures underlying such Applicable Ownership Interests in Debentures equal to the Purchase Price set-off against such Holders’ obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such Holders. (c) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto, together with such Holder’s separate Debenture, to collectively sell the Trustee by such Holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Options and/or Option Shares Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of OptionsPut Right, the number Trustee shall then distribute such amount to the Holders of Option Shares underlying such Options, Separate Debentures. (d) Debentures purchased pursuant to the Put Right shall be sold and shall include cancelled by the signature of the Participant and each Permitted Transferee desiring to sellTrustee.

Put Right. (i) If Canopy and any Contested Investor(s) shall fail to reach agreement as provided in Section 2.2(b)(iv)(B) above such that the Participant's employment with Contested Proxy Securities are to be voted against the Company position designated by such Contested Investor(s), such Contested Investor(s), severally and Subsidiaries terminates due not jointly, shall then have the right (the "PUT RIGHT") to the Disability require Canopy to purchase for cash all or death any portion of the Participant prior Series A Preferred Stock owned by such Contested Investor (the "PUT SHARES") at a purchase price equal to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and two (2) times the number sum of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) the aggregate Stated Value (as defined in the case Series A Certificate) of the shares of Series A Preferred Stock that such Contested Investor requires Canopy to purchase of Optionshereunder, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and plus (ii) in any accrued but unpaid dividends on such Series A Preferred Stock (the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)"PUT PRICE"). (ii) If A Contested Investor shall exercise its Put Right, if at all, by providing written notice thereof (a "PUT NOTICE") to Canopy on or prior to five (5) Business Days prior to the Participant desires to exercise his or her option to require Vote Date. In the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Put Notice, the Participant Contested Investor shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify indicate the number of Option Put Shares and the date proposed by the Contested Investor for the closing of Canopy's purchase of such Put Shares (which shall not be more than four (4) Business Days after the date the Investor provides such Put Notice). The Investor providing such Put Notice (other than an Investor managed by Advent) shall simultaneously furnish a copy thereof to Advent. (iii) The closing of Canopy's purchase of all Put Shares (the "PUT CLOSING DATE") shall take place simultaneously at such time, date and location as shall be mutually agreeable to Canopy and the selling Contested Investor(s), which shall be as consistent as reasonably possible with the dates proposed for the closing in the Put Notices but in no event later than one (1) Business Day prior to the Vote Date. The Put Price shall be paid by Canopy to such selling Contested Investor at such closing by wire transfer of immediately available funds to an account designated in writing by such selling Contested Investor, and such selling Contested Investor shall deliver to Canopy the certificates evidencing the Put Shares, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. The Contested Investor shall deliver good title to its Put Shares on such closing date, free and clear of any liens or restrictions whatsoever, except for those restrictions provided for in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellthis Agreement.

Put Right. (ia) If Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the Participant's employment with the Company and Subsidiaries terminates due right (a “Put Right”), exercised by notice delivered by such holder to the Disability Corporation on or death of the Participant prior to the earlier of after March 16, 2021 (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof“Put Right Notice”), on one occasion from to require the Participant and his Permitted TransfereesCorporation to redeem all, if applicable, all (but not less than all) , of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (1) Participant's Vested Portion of all Options and (2) a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, date on which a Put Right Notice is delivered to the extent transferableCorporation. If a Put Right Exercise Date is not specified, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of is less than 30 calendar days after the delivery of the notice referred Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 4(a)(ii10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). (b) Upon receipt of a Put Right Notice, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and the Exercise Price provide each Non-exercising Holder with a copy of such Option Shares Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (ii) the Board has received the opinion of counsel specified in the case Article IX(A)(7) of the purchase of Option Shares, (x) if such termination occurs Articles prior to the date Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is 18 months from the date unable to obtain such opinion of this Agreementcounsel notwithstanding commercially reasonable efforts to do so, the greater minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Put Right Exercise Date, concurrently with the conversion of the Fair Market Value of such Option Share (measured as of shares specified in the delivery of Put Right Conversion; provided, however, that the notice referred to Non-exercising Holder shall, if necessary, be permitted, in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment connection with the Company and Subsidiaries terminates due to Retirement exercise by another Holder of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereofits Put Right, to sell to the Company and the Company shall put such portion of its shares above as may be required to purchase enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (subject the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Right. (iic) If At the Participant desires first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to exercise his or her option to require the Company to repurchase Options and/or Option Shares obtain) shareholder approval pursuant to Section 4(a), applicable Nasdaq Marketplace Rules of the Participant shall send one written notice Put Right Common Stock Market Value to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, be used to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify determine the number of Option Shares, or in the case shares of Common Stock issued upon exercise of a sale of OptionsPut Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the number Corporation will successively seek similar approval at the next annual meetings of Option Shares underlying such Optionsshareholders until February 28, to 2022. If shareholder approval is not obtained, the Put Right shall not be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellexercisable.

Put Right. (i) If Without prejudice to any other rights and remedies available to any Non-Selling Shareholder, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Non-Selling Shareholder shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Shareholder the type and the Company shall be required number of Class A Ordinary Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Non-Selling Shareholder would have been entitled to transfer to the extent transferable, held by purchaser under Section 5.1 hereof had the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Selling Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Non-Selling Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Non-Selling Shareholder’s rights under this Section 4(a)(ii))5. (ii) If Each Non-Selling Shareholder shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Shareholder within ninety (90) days after the intention later of Participant the dates on which the Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the Non-Selling Shareholder. (iii) The Selling Shareholder shall, or promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the case of a sale of OptionsNon-Selling Shareholder(s) exercising the option created hereby, pay to each such Non-Selling Shareholder the number of Option aggregate purchase price for the Shares underlying such Options, to be sold by such Non-Selling Shareholder, and shall include the signature amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Non-Selling Shareholder. (iv) Upon receipt of full payment of the Participant amount due from the Selling Shareholder, the Non-Selling Shareholder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Non-Selling Shareholder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Sections 4 or 5 or 11.1 hereof shall be void, and each Permitted Transferee desiring to sellthe Company undertakes that it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares.

Put Right. (a) At any time during the Initial Put/Call Period, Seller may require FAT Brands to purchase the Initial Put/Call Shares at a price equal to the Initial Put/Call Price, on the terms and subject to the conditions of this Section 3. (b) At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall be delivered prior to the end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) If deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Participant's employment Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the Company and Subsidiaries terminates due receipt of such instrument(s) of transfer, pay to Seller the Disability Initial Put/Call Price or death the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of the Participant immediately available funds to an account designated by Seller at least two (2) Business Days prior to the earlier Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject assignee thereof agrees in writing to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held bound by the Participant terms and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date conditions of this Agreement, the greater Agreement in place of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share Seller and (y) if such termination occurs after the date which is 18 months from the date Seller, on behalf of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company itself and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Companynot, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all Option Shares issued 181 days or more prior claims of any type Seller may have for matters related to the date of termination of employment of the Participant, within 90 days after its rights hereunder with respect to such date of termination of employment (or in the case of Option Shares issued 180 days or less shares for periods prior to such date of termination or at any time after such date of termination of employmentsale, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant in which case FAT Brands’ obligations to Seller under this Section 3 shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold so terminate and shall include the signature of the Participant remain in full force and each Permitted Transferee desiring to selleffect.

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (i) If the Participant's employment with “Put Right”), to cause the Company to redeem, from time to time, all or any portion of the Preferred Units then held by the Preferred Members. To exercise the Put Right, the Requisite Preferred Holders, on behalf of the Preferred Members, shall notify the Company and Subsidiaries terminates due to Xspand, in writing (a “Put Notice”), that the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof Preferred Members are electing to sell to the Company and that number of Preferred Units specified in such Put Notice for the Put Price. The Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of consummate the purchase of Options, the difference between Preferred Units specified in such Put Notice for the Fair Market Value Put Price. The closing of any purchase and sale of the Option Share underlying Preferred Units specified in such Put Notice shall take place at the Option (measured as principal office of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior such other location agreed to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to by the Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (10) days following receipt of such Put Notice. At such closing, the Company shall be required to purchase (subject deliver to the provisions Preferred Members the Put Price (which shall be allocated to the Preferred Members on a pro rata basis based on the number of Section 5 hereof), on one occasion Preferred Units being redeemed from the Participant and his Permitted Transferees, if applicable, all each Preferred Member) either (but not less than ally) in cash by wire transfer of the Option Shares then held immediately available funds to accounts designated by the Participant Preferred Members or (z) through the issuance and such other delivery to the Preferred Members of a number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share shares of Xspand Common Stock equal to the Fair Market Value of such Option Share (measured as Applicable Percentage of the delivery Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the notice referred to in Section 4(a)(ii))Preferred Units have been redeemed from the Preferred Members. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (a) Prior to the settlement by the Company of any Series B Warrant upon exercise by the Original Yucaipa Stockholders, and subject to Tengelmann’s right to approve any issuance of Company Common Stock in connection therewith pursuant to Section 2.04(a)(ix), the Company will give Tengelmann the right (a “Put Right”) to (i) If the Participant's employment with cause the Company to settle such Series B Warrant by issuing and Subsidiaries terminates due delivering Company Common Stock to the Disability or death of the Participant prior Original Yucaipa Stockholders (in which case, such issuance shall be deemed to the earlier of (xbe approved by Tengelmann pursuant to Section 2.04(b)(ii)) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (Bii) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company some or all of the shares of Company Common Stock to be so issued and delivered to Yucaipa in the following manner, provided that the Company shall not be required to purchase Company Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) The Company will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Series B Warrants, specifying the number of shares (the “Share Number”) of Company Common Stock subject to the provisions of Section 5 hereof), on one occasion from the Participant such Series B Warrants and his Permitted Transfereeswhat portion, if applicableany, all the Company proposes to settle by the issuance and delivery to Yucaipa of Company Common Stock (but not less than allthe “Proposed Stock Settlement Amount”) and what portion, if any, the Company proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to the Company within 10 Business Days after receipt of a Warrant Exercise Notice indicating, (1) Participant's Vested Portion of all Options and (2i) the number of Option Shares then held by shares of Company Common Stock which the Participant and such other Company shall purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number of Option Shares or Vested Portions of Option Shares, to shall not exceed the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (iNumber) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in if the case Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of such excess to be settled by the issuance and delivery of Company Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ii) (to the extent such approval is required thereby). The purchase price per share for such Company Common Stock will be equal to the Market Price of the purchase of Option Shares, (x) if such termination occurs prior to Company Common Stock on the date which is 18 months from business day immediately preceding the date of this Agreement, the greater of the Fair Market Value exercise by Yucaipa of such Option Share Series B Warrants (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)“Put Price”). (iid) If the Participant desires to exercise his or her option to require Tengelmann exercises its Put Right, the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Optionswill purchase from Tengelmann, the number of Option Shares underlying such Options, to be sold and shall include shares of Company Common Stock set forth in the signature of Put Notice at the Participant and each Permitted Transferee desiring to sellPut Price.

Put Right. (ia) If Upon the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death occurrence of the Participant prior to the earlier Put Trigger (defined below), and for a period of thirty (x30) a Public Offering or (y) a Sale of the Companydays thereafter, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Buyer shall have the right, subject to right (the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof“Put Right”), on one occasion from but not the Participant and his Permitted Transfereesobligation, if applicableto cause Seller to repurchase all, all (but not less than all) , of the Shares at the Purchase Price. For purposes of this Section 7, the “Put Trigger” shall occur if (1) Participant's Vested Portion of all Options and (2i) the number Company fails for any reason to commence a tender offer under the Securities Exchange Act of Option Shares then held by 1934, as amended (the Participant and such other number “Offer”), for at least 27 million of Option Shares or Vested Portions its outstanding shares of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request Common Stock at a price of $1.20 per Option share (the “Tender Price”) within ten (10) business days after the Closing Date, or Option Share equal (ii) having commenced the Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to the proration procedures outlined in the Offer), or (iii) the Company for any reason has not completed the Offer (and purchased the shares tendered pursuant thereto, other than due to the proration procedures in the Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such that Buyer owns a majority of the Common Stock of the Company then outstanding. (b) If Buyer desires to sell the Shares pursuant to Section 7(a), Buyer shall deliver to Seller a written notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, Buyer represents and warrants to Seller that, at the time of such notice and at the time the Put Right is settled, (i) in Buyer has and will have good and marketable title to the case Shares, free and clear of the purchase of Optionsany and all Liens other than Liens caused or incurred by Seller, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in Buyer has the case full right, power and authority to convey and sell the Shares pursuant to the Put Right hereunder, and upon consummation of the purchase exercise of Option the Put Right, Seller will acquire from Buyer good and marketable title to the Shares, free and clear of all Liens other than Liens caused or incurred by Seller. (xc) The closing of any sale of Shares pursuant to this Section 7 shall take place no later than 5 business days following receipt by Seller of the Put Exercise Notice. For the avoidance of doubt, a Put Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such termination occurs prior to the date which is 18 months from period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Closing Date”). (d) Seller will pay the Purchase Price for the Shares by wire transfer of immediately available funds on the Put Right Closing Date. (e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this AgreementSection 7 including, without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate. (f) At the greater closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers, against receipt of the Fair Market Value of such Option Share Purchase Price. (measured as g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the delivery Purchase Price until such time as the Put Right may no longer be exercised pursuant to Section 7(a) above. (h) Seller will not avoid or seek to avoid the observance or performance of any of the notice referred provisions to be observed or performed by it under Section 6 or Section 7, but will at all times in Section 4(a)(ii)) and the Cost good faith carry out of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, 6 and Section 7 and will take all such action as may be necessary or appropriate to sell to the Company permit and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) facilitate any valid exercise by Buyer of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Right. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If Subject to Section 2(e) hereof, during the Participant's employment with the Company period beginning on January 1, 2016 and Subsidiaries terminates due to the Disability or death of the Participant prior to ending on the earlier of (xi) a Public Offering or January 1, 2019 and (y) a Sale of the Company, for (Aii) the Vested Portion of all Options and (B) all Option SharesIPO Date, within 120 days after such termination of employment the Participant each Management Member shall have the right, subject to but not the provisions of Section 5 hereof obligation, to sell to the Company Company, and to require the Company shall be required to purchase (subject from such Management Member, from time to the provisions of Section 5 hereof)time, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the that number of Option Shares then held by the Participant and such other number of Option Management Member’s Initial Management Shares or Vested Portions of Option Shares, Converted Shares in respect thereof that such Management Member desires to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request sell at a price per Option or Option Share share equal to (ithe price per share paid pursuant to Section 2(a) in the case of the purchase of OptionsSubscription Agreement, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred taking into account any adjustments thereto pursuant to in Section 4(a)(ii)2(b) thereof and with appropriate adjustments for any dividends, splits, reverse splits, combinations, recapitalizations, and the Exercise like occurring after the date hereof (the “Purchase Price Per Share”). (b) Subject to Section 2(e) hereof, if the Company has not consummated its Initial Public Offering before January 1, 2019, then, during the period beginning on January 1, 2019 and ending on the IPO Date, each Management Member shall have the right, but not the obligation, to sell to the Company, and to require the Company to purchase from such Management Member, from time to time, that number of such Option Management Member’s Initial Management Shares and (ii) or Converted Shares in respect thereof that such Management Member desires to sell at a price per share equal to the case greater of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as Initial Management Shares or Converted Shares in respect thereof on the date of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share exercise and (y) the Purchase Price Per Share. A Management Member may irrevocably waive his or her right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Purchase Price Per Share by executing and returning to the Company a completed waiver in the form of Exhibit B attached hereto. For the avoidance of doubt, if a Management Member irrevocably waives such termination occurs after right, such Management Member shall nonetheless retain the date which is 18 months from right to require the date of this Agreement, Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Fair Market Value of such Option Share. If the Participant's employment Initial Management Shares or Converted Shares in respect thereof in accordance with the Company first sentence of this Section 2(b). (c) Subject to Section 2(e) hereof, if, following the IPO Date, the Initial Management Shares or Converted Shares in respect thereof are not fully and Subsidiaries terminates due freely tradable securities (without regard to Retirement any unexercised rights of the Participant prior Management Member pursuant to Section 8 hereof) that are (1) listed on an established national or international securities exchange and (2) transferable without restriction or limitation (other than (x) a Public Offering any contractual obligations pursuant to an underwriter’s or similar lock-up agreement entered into by such Management Member that prohibit the sale of Initial Management Shares or Converted Shares in respect thereof for up to one hundred eighty (180) days, (y) a Sale any inability to sell Initial Management Shares or Converted Shares in respect thereof because of the CompanyManagement Member’s possession of material non-public information or (z) reasonable and temporary blackout periods established pursuant to a Trading Policy (“Tradeable Securities”), for all Option Shares issued 181 days or more prior to then, beginning on the date later of termination of employment (i) the IPO Date and (ii) January 1, 2016 and ending on the third anniversary of the Participantlater of (x) the IPO Date and (y) January 1, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment2016, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant each Management Member shall have the right, subject to but not the provisions of Section 5 hereofobligation, to sell to the Company Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase from such Management Member, from time to Section 4(a)time, the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the that number of Option Shares, such Management Member’s Initial Management Shares or Converted Shares in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold respect thereof that are not fully and shall include the signature of the Participant and each Permitted Transferee desiring to sellfreely tradable as described

Put Right. Subject to the limitations on repurchases of shares under the Delaware General Corporation Law and the terms and conditions set forth herein, the Company hereby grants each Holder the right (the “Put Right”) to require the Company to purchase, out of funds and assets legally available therefor, from such Holder at the times and with respect to that number of applicable Holder Shares, as follows: (i) If the Participant's employment with At any time on or following May 5, 2033, such Holder may require, upon delivery to the Company and Subsidiaries terminates due of the Put Exercise Notice, the Company to purchase up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares (each rounded down to the Disability nearest whole share) then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price. (ii) At any time on or death following May 5, 2034, such Holder may require, upon delivery to the Company of the Participant prior Put Exercise Notice, the Company to purchase up to 100% of the Holder PP Shares and/or the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the earlier applicable Put Purchase Price. (iii) In the case of a Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase upon the consummation of such Trigger IPO or SPAC Transaction up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iii) may be conditioned on the consummation of such Trigger IPO or SPAC Transaction. (xiv) a Public Offering or (y) In the case of a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Sharessuch Holder may require, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell upon delivery to the Company and of the applicable Put Exercise Notice, the Company to purchase upon the consummation of such Sale of the Company up to 100% of the Holder PP Shares and/or 100% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iv) may be conditioned on the consummation of such Sale of the Company. Notwithstanding anything to the contrary in this Section 2(a), any such exercise of the Put Right with respect to Perpetual-1 Preferred Stock (the “PP-1 Payment”) pursuant to clauses (iii) or (iv) above shall be required conditioned upon either (a) the prior or concurrent payment in full of any then-outstanding first and second lien Obligations of the Company (the “Senior Obligations”) authorized and/or outstanding as of the PP-1 Original Issue Date (as defined in the Restated Certificate) or (b) the written permission for or waiver with respect to purchase such PP-1 Payment by the requisite holders of such then-outstanding Obligations (subject to such payment in full of the provisions Senior Obligations or receipt of Section 5 hereofsuch permissions or waiver, the “Put Senior Obligations Condition”). The Company shall not permit the consummation of a Trigger IPO, on one occasion from SPAC Transaction or a Sale of the Participant and his Permitted TransfereesCompany unless the Company causes the Senior Obligations, if applicable, all to be satisfied in full (but not less than all) of (1) Participant's Vested Portion of all Options and (2) or obtains the number of Option Shares then held written permission for or waiver with respect to such PP-1 Payment by the Participant requisite holders of such then-outstanding Obligations) prior to, or concurrently with, the consummation of a Trigger IPO, SPAC Transaction or a Sale of the Company (which permission or waiver may be conditioned on the consummation of such Trigger IPO, SPAC Transaction or a Sale of the Company), in each case so that the Put Right may be exercised and such other number of Option Shares or Vested Portions of Option Shares, the Put Purchase Price be paid with respect to the extent transferable, held by Perpetual-1 Preferred Stock in satisfaction of the Participant's Permitted Transferees as Put Senior Obligations Condition. The Company agrees to provide each Holder at the Participant may request at a price per Option or Option Share equal to (i) address for such Holder in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) Company’s records in the case manner specified pursuant to Section 5(d) hereof with at least ten (10) calendar days prior written notice of the purchase of Option Shareseither a contemplated Trigger IPO, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering SPAC Transaction or (y) a Sale of the Company, which shall include summary information regarding the material terms and conditions of such transaction, the expected date such transaction is then expected to be consummated, the amount of expected consideration for all Option such Holder Shares issued 181 days or more prior to and the date of termination of employment of on which such Holder must deliver their Put Exercise Notice to exercise the Participant, within 90 days after such date of termination of employment Put Right with respect thereto (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares“Company Notice”), which Company Notice shall confirm that the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted TransfereesPut Senior Obligations Condition, if applicable, all (but not less than all) will be satisfied prior to, or concurrently with, the consummation of a Trigger IPO, SPAC Transaction or a Sale of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Company. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If At any time and from time to time on or after the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death seventh anniversary of the Participant prior to date of the earlier Prior Agreement, but not after the consummation of (x) a Qualified Public Offering or (y) a Sale of the Company, for (A) the Vested Portion each holder of all Options Purchaser Securities and (B) all Option Shares, within 120 days after such termination of employment the Participant Class B Senior Units shall have the rightright to require the Company to repurchase all, subject but not less than all, of the outstanding Purchaser Securities and Class B Senior Units held by such holder at the Repurchase Price (as defined below) by giving written notice to the provisions Company of Section 5 hereof such holder's exercise of this right (the "Exercise Notice"). --------------- (ii) Within 10 days after receipt of an Exercise Notice, the Company shall give written notice (the "Repurchase Notice") to each other holder of ----------------- Purchaser Securities and Class B Senior Units, setting forth the identity of the holder tendering such Exercise Notice, the number of Purchaser Securities and Class B Senior Units to be repurchased from such holder, and a reasonable approximation of the fair market value of the Company's assets (net of any liabilities) and of each Purchaser Security and Class B Senior Unit at the time of such Repurchase Notice. Each other holder of Purchaser Securities or Class B Senior Units shall be entitled to join in such repurchase and require the Company to purchase all, but not less than all, of the Purchaser Securities and Class B Senior Units held by such holder at the same closing, at the same price, and on the same terms as the holder tendering the Exercise Notice by giving Exercise Notice within 20 days after the date of the Repurchase Notice. (iii) Promptly (but in any event within five days after the end of this 20-day period), the Company shall send each holder of Purchaser Securities and Class B Senior Units written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). ------------------------- (iv) Within 10 days after the Repurchase Price (as defined below) for the Purchaser Securities and Class B Senior Units to be repurchased at any repurchase hereunder has been determined as set forth below, the Company shall send a notice to each holder of Purchaser Securities and Class B Senior Units setting forth the consideration to be paid for the Purchaser Securities and Class B Senior Units to be repurchased, as well as a time and place, mutually agreeable to the Company and the holders of a majority of the total number of Purchaser Securities and Class B Senior Units to be repurchased (treating the Purchaser Securities and the Class B Senior Units as a single class for purposes of such consent), for the closing of the repurchase transaction. At the closing of the repurchase transaction, the electing holders shall sell to the Company and the Company shall be required to purchase (subject to from such holders the provisions of Section 5 hereof), on one occasion from the Participant Purchaser Securities and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) Class B Senior Units specified in the case of Revised Repurchase Notice at the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option Repurchase Price (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)defined below). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. If a Seller Transfers any Seller Units in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Units desires to purchase a class, series or type of units offered by Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Co-Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing and (ii) in the case date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase of Option Shares, (x) if from such termination occurs prior to the date which is 18 months from Selling Investor on the date of this Agreementthe Co-Sale Closing that number of Preferred Units (on an as-converted basis) or Common Units (subject to Section 4.2(b)) that is equal to the number of Offered Units such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Units”). Such sale shall be made on the following terms and conditions: (a) The price per unit at which the Put Units are to be sold to Seller shall be equal to the price per unit that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Units at the Co-Sale Closing. Such purchase price of the Put Units shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. (b) The Put Units to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type to the extent of such securities owned by such Selling Investor. If such Selling Investor does not own any or owns a lesser number of such class or type, the greater Put Units shall be Common Units (or Preferred Units convertible into Common Units at the option of the Fair Market Value holder thereof) to the extent of the difference. (c) The closing of such Option Share sale to Seller will occur within ten (measured as of the delivery of the notice referred to in Section 4(a)(ii)10) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to such Seller. At such closing, the Participant Selling Investor shall have deliver to Seller the rightcertificate or certificates representing the Put Units to be sold, subject each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the provisions of Section 5 hereofaggregate purchase price therefor, to sell to the Company and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)4.2(a). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. In the event of a Prohibited Transfer, each Non-Selling Shareholder shall have the right to sell to such Selling Shareholder the type and number of Preferred Shares or Conversion Shares (calculated on an as-converted basis) equal to the number of shares such Non-Selling Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 4.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof (assuming no Non-Selling Shareholder exercises its right of first refusal under Section 4.2). Such sale shall be made on the following terms and conditions: (i) If The price per share at which the Participant's employment with the Company and Subsidiaries terminates due shares are to the Disability or death of the Participant prior be sold to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company Selling Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the third-party transferee(s) to such Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Non-Selling Shareholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Non-Selling Shareholder’s put rights under this Section 4(a)(ii)4.5(b). (ii) If Each Non-Selling Shareholder shall, within one hundred and eighty (180) days after the Participant desires later of the date on which such Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, if exercising the option created hereby, deliver to exercise his such Selling Shareholder an instrument of transfer duly executed by such Non-Selling Shareholder and, if any, share certificate or her option certificates representing shares to require be sold, each certificate to be properly endorsed for Transfer. (iii) The Selling Shareholder shall, upon receipt of the duly executed instrument of transfer and, if any, share certificate or certificates for the shares to be sold by the Non-Selling Shareholder pursuant to this Section 4.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in this Section 4.5(b), in cash or by other means acceptable to the Non-Selling Shareholder. Subject to Applicable Law, the Board shall resolve to approve the Transfer and shall instruct the registered office provider of the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention update its register of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellmembers accordingly.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due Subject to the Disability paragraph (b) hereof, if there has not been a Successful Remarketing on or death of the Participant prior to the earlier Final Remarketing Date, holders of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightSenior Notes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)8.05, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all"Put Right") of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to Section 4(a)be purchased equal to the principal amount of the applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Participant shall send one Purchase Contract Settlement Date (the "Put Price"). (b) The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Company setting forth Purchase Contract Agent of their intention to settle the intention of Participant related Purchase Contract with separate cash, and Permitted Transferees(2) on or prior to 5:00 p.m., if applicableNew York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to collectively sell all Options and/or Option Shares the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to Section 4(athe Purchase Contract Agreement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in full satisfaction of such holders' obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holder. (c) within the period described above, which notice shall specify the number of Option Shares, or in the case The Put Right of a sale holder of Optionsa Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Options, amount to be sold and shall include the signature holders of the Participant and each Permitted Transferee desiring to sellsuch Separate Senior Notes.

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) If appraisal (by a national appraiser, licensed in the Participant's employment State of Tennessee with an office in the Company and Subsidiaries terminates due to Nashville, Tennessee market), (ii) the Disability or death average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Participant prior to the earlier Nashville market, at least one of (x) a Public Offering which may be Jones, Lang, LaSalle), or (yiii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale of the CompanyNotice, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (subject “Stonehenge's Co-Tenancy Interest”) for an amount equal to the provisions of Section 5 hereof), on one occasion Forced Sale Purchase Price no later than ninety (90) days from the Participant and his Permitted Transferees, if applicable, all date of the Forced Sale Notice (but not less than allthe “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) of (1) Participant's Vested Portion of all Options to any transfer pursuant to this Section 13 and (2ii) effectuate the number release of Option Shares then held by the Participant Guaranty and such other number of Option Shares or Vested Portions of Option Sharesthe LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent transferableunacceptable to Secured Lender, held BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Participant's Permitted Transferees Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as the Participant may request at a price per Option or Option Share equal to (i) set forth in the case Forced Sale Notice. (b) Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and ▇▇▇▇ of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the purchase Co-Tenants), with warranties that Stonehenge holds title to and is conveying Stonehenge's Co-Tenancy Interest free and clear of Optionsany encumbrances, other than the difference between Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to the Fair Market Value purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, which shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the Option Share underlying party that would customarily bear such cost in the Option (measured as jurisdiction where the Property is located. BEMT shall bear the costs of the delivery of the notice referred to in Section 4(a)(ii)) title insurance fees and the Exercise Price transfer taxes, along with any fees associated with a lender's approval of such Option Shares transaction including any assumption or review fees. BEMT shall cause the Guarantor affiliated with Stonehenge to be released from liability under the Guaranty arising from and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment sale, and for the LOC to be released in full. (or c) To the extent Stonehenge has elected to exercise the right set forth in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employmentthis ▇▇▇▇▇▇▇ ▇▇, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ shall have the rightright to exercise the buy/sell provisions set forth on Exhibit “C” hereto; provided, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transfereeshowever, if applicable, all (but not less than all) any such buy/sell rights have been exercised prior to BEMT's receipt of the Option Shares Forced Sale Notice, then held by Stonehenge will not have the Participant and such other number of Option Shares held by right to exercise its rights under this Section 12 to interrupt or avoid the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as implementation of the delivery of the notice referred to in Section 4(a)(ii))buy/sell provisions set forth on Exhibit “C” hereto. (iid) If the Participant desires Should BEMT fail to exercise his or her option to require the Company to repurchase Options and/or Option Shares perform pursuant to this Section 4(a13, then Stonehenge shall be entitled to avail itself of any and all remedies available at law or in equity, including, without limitation, an action for specific performance against BEMT; provided, that, if, following the exercise of commercially reasonable efforts following receipt of the Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to Secured Lender in connection with the transaction described in this Section 13), the Participant shall send one written notice BEMT is unable to cause any Secured Lender to consent to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature release of the Participant Guaranty and each Permitted Transferee desiring the release of the LOC (and BEMT's subsequent failure to sellrefinance the Loan), then Stonehenge shall not be entitled to avail itself of any of the foregoing remedies and the Co-Tenants shall proceed to market and sell the Property on commercially reasonable terms.

Put Right. (a) Subject to the last sentence of this Section 6.4(a), following the termination of the Second Ordinary Distribution Period or upon a Change in Ownership, the Interpublic Members shall have the right (but not the obligation) to require All American to purchase their respective Interests for an amount equal to fifty percent (50%) of the product of (i) six (6) multiplied by (ii) the sum of the average operating income (as reflected in the Company's financial statements) of the Company during the fiscal year immediately preceding the date the put right is exercised by the Interpublic Members and during the fiscal year immediately following the date the put right is exercised by the Interpublic Members (the "Put Purchase Price"). This put right will become immediately exercisable for a sixty (60) day period on the occurrence of a Make Whole Default as provided in Section 4.2. Notwithstanding the foregoing, the Interpublic Members shall irrevocably waive their rights to put their Interest to All American pursuant to this Section 6.4(a) (but not pursuant to Section 7.1(a)) if, pursuant to Section 6.5(d), they have rejected the All American Members' request to purchase their Interests. (b) If the Participant's employment with Interpublic Members choose to exercise their put right they shall give prompt written notice (a "Put Notice") to All American, which Notice shall state that the Company and Subsidiaries terminates due Interpublic Members wish to have All American purchase all of their Interests for an amount equal to the Disability Put Purchase Price. The date on which the Notice is actually received by All American is referred to hereinafter as the "Put Notice Date". The Put Notice shall be deemed to be an irrevocable offer to sell, on the terms set forth in such Put Notice and herein, and All American shall have the obligation to purchase, on the terms set forth in such Put Notice and herein, the Interpublic Members' Interests. Notwithstanding the foregoing, the Interpublic Members may not send a Put Notice if they have previously received the All American Members' Call Notice or death a Notice of Offer from an All American Member pursuant to Section 6.2. (c) The closing of the Participant prior purchase of the Interpublic Members' Interests by All American pursuant to this Section 6.4 shall take place (subject to the earlier expiration of any waiting period under the HSR Act) within thirty (x30) a Public Offering or (y) a Sale days after the Put Notice Date, at 11:00 a.m. at the principal offices of the Company, for or at such other time or place as the parties may agree. At such closing, the Interpublic Members shall sell to All American full right, title and interest in and to their Interests so purchased, free and clear of all liens, security interests or adverse claims of any kind and nature. All American shall deliver to the Interpublic Members, in payment of the Interpublic Members' Interests, (i) at the closing of such transaction, 50% of (A) the Vested Portion of all Options Put Purchase Price (based on the prior fiscal year's operating income) and (B) all Option Shares, within 120 days after such termination the then unpaid Make Whole Amount by wire transfer of employment immediately available funds to an account or accounts designated by the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but Interpublic Members in writing not less than allthree (3) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, business days prior to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price closing of such Option Shares purchase and (ii) after such closing, the balance of (A) the Put Purchase Price (including any increase or decrease in the case Put Purchase Price resulting from averaging the two fiscal year's operating income) and (B) the remaining 50% of the then unpaid Make Whole Amount plus (C) interest on such sum from the date immediately following the closing of the purchase until the date such sum is paid in full, at a rate equal to Interpublic's Cost of Option SharesFunds plus 3%, (x) if such termination occurs prior shall be delivered to the date which is 18 months from Interpublic Members, such sum to be payable in three equal annual installments commencing on the date of this Agreement, the greater first anniversary of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))closing. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. Beginning on the date that is 18 months after the Closing Date and ending on the date that is 19 months after the Closing Date (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company“Put Exercise Period”), for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Purchaser shall have the a one-time right, subject but not an obligation, to the provisions of Section 5 hereof elect to sell to the Company on any Trading Day during the Put Exercise Period (the “Put Exercise Date”), and if such right is exercised, the Company shall be required have the obligation to purchase from Purchaser, up to 4,788,125 Shares (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Maximum Put Shares”) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share share equal to the Fair Market Value Original Issuance Price (the “Put Right”) (for an aggregate put purchase price of such Option Share up to US$99,999,990.63 (measured as of the delivery of the notice referred to in Section 4(a)(ii“Aggregate Put Price”)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to the terms and conditions set forth in this Section 4(a)1.4. On the Put Exercise Date, the Participant shall send one Purchaser must provide written notice to the Company setting (the “Put Notice”) of its election to exercise the Put Right and the number of Shares (up to the Maximum Put Shares) that Purchaser is electing to be subject to the Put Right (the “Put Shares”). Upon receipt of the Put Notice, the Company shall have up to 30 days from the receipt of the Put Notice (or if such 30th day is not a Trading Day, the next Trading Day thereafter) (the “Put Closing Date”) to purchase and pay for the Put Shares (the “Put Closing”). The Company may, at its sole discretion, by providing at least three Trading Days prior written notice to Purchaser, elect that the Put Closing Date will be earlier than such 30th day after receipt of the Put Notice. On the Put Closing Date, (i) Purchaser shall sell to the Company the Put Shares, free and clear of any liens and encumbrances, shall provide such documentation as is reasonably required by the Company, including, without limitation, the representations and warranties set forth on Schedule 1.4 hereto, and deliver to the intention Company the Stock Certificate representing the Put Shares, (ii) the Company shall pay the Aggregate Put Price to Purchaser by wire transfer of Participant immediately available funds denominated in U.S. dollars to the account of Purchaser previously designated in writing to the Company, and Permitted Transferees, (iii) if applicable, the Company shall deliver to collectively sell all Options and/or Option the Company’s transfer agent any required documentation and instructions to issue a Stock Certificate representing the balance of the Shares owned by Purchaser after giving effect to the purchase of the Put Shares, which Stock Certificate shall include, to the extent applicable, the legends required pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell2.10 hereof.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability there has not been a Successful Remarketing on or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale last day of the CompanyFinal Remarketing Period, for (A) the Vested Portion Holders of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightNotes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)‎9.5, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Notes for cash on the Purchase Contract Settlement Date, at a price per Note to Section 4(a), the Participant shall send one written notice be purchased equal to the Company setting forth principal amount of the intention applicable Note (the “Put Price”). (b) The Put Right of Participant and Permitted Transfereesa Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a sale Holder of Optionsa Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Optionsamount to the Holders of such Separate Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be sold and shall include the signature automatically exercised in accordance with Section 5.02(b) of the Participant Purchase Contract and each Permitted Transferee desiring Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to selleffect a Cash Settlement and timely paid the Purchase Price). (d) Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or the transaction constituting the Purchase Event is for consideration other than all cash consideration and (y) a Sale of the Company, for Person acquiring Issuer in such transaction (A) is not publicly traded (i.e., listed on a national securities exchange or the Vested Portion of all Options and NASDAQ System) or (B) all Option Shareshas an aggregate market capitalization, within 120 days after as of the close of trading on the next trading day immediately following the closing of the such termination transaction, not in excess of employment the Participant $1,000,000,000, each Registered Holder (as defined in Section 7B below) shall have the right, subject upon notice given to Issuer prior to the provisions termination of Section 5 hereof to sell to the Company this Option and the Company shall be required Registered Holder’s exercise hereof, to purchase (subject cause Issuer to the provisions of Section 5 hereof)repurchase all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of such Registered Holder’s right, title and interest in the Option. The purchase price payable to a Registered Holder under this Section 1E (the “Option Repurchase Price”) shall be the amount of cash equal to twenty percent (20%) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held product obtained by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to multiplying (i) in the case maximum number of the purchase shares of Options, the difference between the Fair Market Value of the Common Stock purchasable by such Registered Holder under this Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Exercise Price. (ii) If the Participant desires to The Registered Holder may exercise his or her option its right to require the Company Issuer to repurchase Options and/or the Option Shares pursuant to this Section 4(a)1E by surrendering for such purpose to Issuer, the Participant shall send one at its principal office, a copy of this Agreement accompanied by a written notice or notices stating that the Registered Holder elects to require Issuer to repurchase this Option in accordance with the provisions of this Section 1E. As promptly as practicable, and in any event within five (5) business days after the surrender of the Option and the receipt of such notice relating thereto, Issuer shall deliver or cause to be delivered to the Company setting forth Registered Holder the intention Option Repurchase Price; provided that if the Registered Holder surrenders the Option and provides such notice prior to consummation of Participant and Permitted Transfereesthe transaction constituting the Purchase Event, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice Issuer shall specify the number of Option Shares, deliver or in the case of a sale of Options, the number of Option Shares underlying such Options, cause to be sold and shall include delivered to the signature Registered Holder the Option Repurchase Price upon consummation of the Participant and each Permitted Transferee desiring to sellsuch Purchase Event.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to the Seller (a “Put Notice”) within 10 days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Seller Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Seller to purchase from such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 6.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to the Seller shall be equal to the price per share that the Selling Investor would have received at the Seller Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Seller Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the case of Prohibited Transfer or at the purchase of Option SharesSeller Closing. The Seller shall also reimburse the Selling Investor for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share (measured as Selling Investor’s Right of the delivery of the notice referred Co-Sale pursuant to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (5 or in the case exercise of Option its rights under this Section 6 with respect to the Put Shares. (b) The Put Shares issued 180 days to be sold to the Seller shall be of the same class or less prior to such date of termination type as Transferred in the Prohibited Transfer or at the Seller Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any time after securities of such date class or type, the Put Shares shall be shares of termination Common Stock (or Preferred Stock convertible into Common Stock at the option of employment, no earlier than 181 days and no later than 271 the holder thereof). (c) The closing of such sale to the Seller will occur within 10 days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to the Seller. At such closing, the Participant Selling Investor shall have the right, subject deliver to the provisions of Section 5 hereofSeller the certificate or certificates representing the Put Shares to be sold, each certificate to sell to be properly endorsed for transfer, and immediately upon receipt thereof, the Company Seller shall pay the aggregate purchase price therefor, and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)6.2(a). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If the Participant's employment with the Company Without prejudice to any other rights and Subsidiaries terminates due remedies available to the Disability or death Investors, in the event of a Prohibited Key Shareholder Transfer, the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Investors shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Key Shareholder the type and the Company shall be required number of Ordinary Shares equal to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Investor would have been entitled to transfer to the extent transferable, held by purchaser under Section 6.1 hereof had the Participant's Permitted Transferees as Prohibited Key Shareholder Transfer been effected pursuant to and in compliance with the Participant may request at a price per Option or Option Share equal to terms hereof. Such sale shall be made on the following terms and conditions: (i) in The price per share at which the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Shares are to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior be sold to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Selling Key Shareholder shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value price per share paid by the purchaser to the Selling Key Shareholder in the Prohibited Key Shareholder Transfer. The Selling Key Shareholder shall also reimburse the respective Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured Investor’s rights under Sections 5 or 6.1, as of the delivery of the notice referred to in Section 4(a)(ii))case may be. (ii) If Each Investor shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Key Shareholder within ninety (90) days after the intention later of Participant the dates on which the Investors (A) received notice of the Prohibited Key Shareholder Transfer or (B) otherwise become aware of the Prohibited Key Shareholder Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the respective Investor. (iii) The Selling Key Shareholder shall, or in promptly upon receipt of such notice from each of the case of a sale of OptionsInvestors exercising the option created hereby, pay to the number of Option respective Investor the aggregate purchase price for the Shares underlying such Options, to be sold by the respective Investor, and shall include the signature amount of reimbursable fees and expenses, as specified above, in cash or by other means acceptable to the respective Investor. (iv) Upon receipt of full payment of the Participant amount due from the Selling Key Shareholder, the respective Investor shall deliver to the Selling Key Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by such Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Key Shareholder to transfer any of the Key Shareholder Transfer Shares in violation of Section 5 or Section 6.1 shall be void, and each Permitted Transferee desiring to sellthe Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Majority Investors.

Put Right. If a Selling Stockholder transfers any Stock in contravention of an Investor's Right of Co-Sale under this Agreement (i) If the Participant's employment a "PROHIBITED TRANSFER"), or if an Incomplete Co-Sale occurs with the Company respect to an Investor and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof apply, such Investor may require such Selling Stockholder to sell purchase from such Investor, for cash or such other consideration as the Selling Stockholder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock (either (i) shares of the same class, series or type as transferred in the Prohibited Transfer or Incomplete Co-Sale, if such Investor then owns Stock of such class, series or type, or (ii) if such Investor does not then own such Stock, then shares of Common Stock) having a purchase price equal to the aggregate purchase price such Investor would have received in the Closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor's Right of Co-Sale with respect thereto (the Investor's "PUT RIGHT"). An Investor may exercise such Investor's Put Right by delivery of written notice to the Selling Stockholder and the Company (a "PUT NOTICE") within ten days after such Investor becomes aware of the Prohibited Transfer or Incomplete Co-Sale. The closing of such sale to the Selling Stockholder under such Investor's Put Right will occur within seven days after the date of such Investor's Put Notice. Notwithstanding the foregoing provisions of this Section 5.2, if the Prohibited Transfer is one of a series of transactions to which Section 2 applies but which occurred before any Selling Stockholder Notice was given with respect thereto, then (a) the Company will promptly give to each Selling Stockholder in such earlier transaction a notice that such Selling Stockholder is required to give within ten days to the Company and the Company shall Investors (and such Selling Stockholder will be required to purchase give such notice within such ten-day period) a written notice signed by the Selling Stockholder (subject the "SELLING STOCKHOLDER PUT NOTICE") stating with respect to such earlier transaction the information provided for in Sections 2(a), (b), (c), (d) and (e); (b) each Investor may exercise such Investor's Put Right with respect to such earlier transaction by delivering a Put Notice to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) Selling Stockholder and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 ten days after such date Selling Stockholder Put Notice is given; and (c) the closing of termination of employment (or in the case of Option Shares issued 180 days or less prior to sale by the Selling Stockholder under such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 Investor's Put Right will occur within seven days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the ParticipantInvestor's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Notice. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of an Adverse Recovery Event occurs, (xii) a Public Offering Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (yiii) such Investor Shareholder or any of its Affiliates exercise a Sale put right with respect to any other equity interest in the Companies Beneficially Owned by such Investor Shareholder or its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of such Adverse Recovery Event, the Companyapproval of such Major Decision or the exercise of such put right shall constitute a “Put Triggering Event”. (b) If a Put Triggering Event occurs, for (A) the Vested Portion of all Options and (B) all Option Sharesa Put Right Shareholder may, within 120 thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after such termination delivery of employment the Participant a Put Triggering Event Notice, each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to the provisions conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of Section 5 hereof to sell to the Company and Put Shares, the Company “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to purchase (the Put Shares in the Put Sale, in accordance with and subject to the provisions of conditions and limitations set forth in this Section 5 hereof2.15. (d) Subject to Section 2.15(h), on one occasion from a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Put Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, for a purchase price equal to the extent transferablefair market value of the Put Shares as of immediately prior to the Put Triggering Event, held by without taking into account the Participant's Permitted Transferees Put Triggering Event and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the Participant may request at a price per Option or Option Share equal to “Put Price”), that is determined as between Holdco Inc., on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) in Within twenty-five (25) days following the case of the purchase of OptionsPut Exercise Date, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred Company shall appoint a Valuation Arbiter, subject to in Section 4(a)(ii)) Holdco Inc.’s and the Exercise Price of such Option Shares and Put Right Shareholder’s prior written consent (ii) not to be unreasonably withheld), to assist in determining the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this AgreementPut Price, the greater costs and expenses of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of shall be borne by the Company, for all Option Shares issued 181 except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days or more prior of the Put Exercise Date, separately submit to the date Valuation Arbiter, on a confidential basis and on the basis of termination of employment of assumptions agreed between Holdco Inc. and the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to Put Right Shareholder that are consistent with the provisions of this Section 5 hereof2.15, to sell to the Company and the Company shall be required to purchase (subject to the provisions price which each of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant Holdco Inc. and such other number of Option Shares held by Put Right Shareholder believes should constitute the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Price. (ii) If the Participant desires lower of the two prices submitted by Holdco Inc. and the Put Right Shareholder to exercise his the Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the two prices. The Valuation Arbiter shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of Holdco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or her option capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to require consummate the Company sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to repurchase Options and/or Option its evaluation. The Put Price shall be the price set forth by Holdco Inc. or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 4(a2.15(d)(iii), the Participant Company, Holdco Inc. and the Put Right Shareholder shall send furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the Company setting forth Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the intention of Participant Put Shares. Such Put Right Shareholder and Permitted TransfereesHoldco Inc. and, if applicable, such Third Party Buyer, shall be required to collectively sell consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all Options and/or Option other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 4(a2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) within The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the period described abovePut Shares, which notice Holdco Inc. shall specify pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of Option Sharesdays between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and Holdco Inc. shall no longer be obligated to purchase, or in arrange for the case of a sale of Optionspurchase of, the number of Option Put Shares underlying or pay any Daily Ticking Fee to such Options, Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be sold and shall include responsible for the signature payment of one-half of the Participant costs and each Permitted Transferee desiring expenses of the Valuation Arbiter related to sellany Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 2.15(h).

Put Right. (a) Prior to the settlement by A&P of any Roll-over Warrant upon exercise by Yucaipa, and subject to Tengelmann’s right to approve any issuance of A&P Common Stock in connection therewith pursuant to Section 2.04(a)(ix), A&P will give Tengelmann the right (a “Put Right”) to (i) If the Participant's employment with the Company cause A&P to settle such Roll-over Warrant by issuing and Subsidiaries terminates due delivering A&P Common Stock to the Disability Yucaipa (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ix)) and (ii) sell to A&P some or death all of the Participant prior shares of A&P Common Stock to be so issued and delivered to Yucaipa in the earlier of (x) a Public Offering or (y) a Sale of the Companyfollowing manner, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant provided that A&P shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall not be required to purchase A&P Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) A&P will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Roll-over Warrants, specifying the number of shares (the “Share Number”) of A&P Common Stock subject to the provisions of Section 5 hereof), on one occasion from the Participant such Roll-over Warrants and his Permitted Transfereeswhat portion, if applicableany, all A&P proposes to settle by the issuance and delivery to Yucaipa of A&P Common Stock (but not less than allthe “Proposed Stock Settlement Amount”) and what portion, if any, A&P proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to A&P within ten business days after receipt of a Warrant Exercise Notice indicating, (1) Participant's Vested Portion of all Options and (2i) the number of Option Shares then held by shares of A&P Common Stock which A&P shall purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (iNumber) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in if the case Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of such excess to be settled by the issuance and delivery of A&P Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ix) (to the extent such approval is required thereby). The purchase price per share for such A&P Common Stock will be equal to the Market Price of the purchase of Option Shares, (x) if such termination occurs prior to A&P Common Stock on the date which is 18 months from business day immediately preceding the date of this Agreement, the greater of the Fair Market Value exercise by Yucaipa of such Option Share Roll-over Warrants (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)“Put Price”). (iid) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Tengelmann exercises its Put Right, the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of OptionsA&P will purchase from Tengelmann, the number of Option Shares underlying shares of A&P Common Stock set forth in the Put Notice at the Put Price. (e) Such purchase and sale shall occur on the date A&P issues and delivers A&P Common Stock to Yucaipa in settlement of such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellRoll-over Warrants.

Put Right. (i) If Without prejudice to any other rights and remedies available to any Rights Holder, in the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyProhibited Transfer, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Rights Holder shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Selling Shareholder the type and the Company shall be required to purchase number of Ordinary Shares (subject to the provisions or that number of Section 5 hereof), on one occasion from the Participant and his Permitted TransfereesPreferred Shares which, if applicableconverted at the then conversion ratio, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the would equal that number of Option Ordinary Shares) which equals the specified quantity of the Transfer Shares then held proposed to be transferred multiplied by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share fraction equal to (i) in the case total number of the purchase of OptionsOrdinary Shares (on an as converted basis) then held by such Rights Holder exercising put rights pursuant to this Section 5.5, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and divided by (ii) in the case total number of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Ordinary Shares then held by all the Participant Rights Holders exercising put rights pursuant to this Section 5.5, on an as converted basis, and such other number of Option Shares held by have the Participant's Permitted Transferees as Prohibited Transfer been effected pursuant to and in compliance with the Participant may request at a terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per Option Share share at which the Shares are to be sold to the Selling Shareholder shall be equal to the Fair Market Value price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Rights Holder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Option Share (measured as of the delivery of the notice referred to in Rights Holder’s rights under this Section 4(a)(ii))5. (ii) If Each Rights Holder shall, if exercising the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)created hereby, the Participant shall send one written notice deliver to the Company setting forth Selling Shareholder within ninety (90) days after the intention later of Participant the dates on which the Rights Holder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option SharesShares to be transferred by the Rights Holder. (iii) The Selling Shareholder shall, or promptly upon receipt of the notice described in subsection 5.5(b)(ii) above from the case of a sale of OptionsRights Holder(s) exercising the option created hereby, pay to each such Rights Holder the number of Option aggregate purchase price for the Shares underlying such Options, to be sold by such Rights Holder, and shall include the signature amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Rights Holder. (iv) Upon receipt of full payment of the Participant amount due from the Selling Shareholder, the Rights Holder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Rights Holder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Sections 4.2 or 5 or 10.1 hereof shall be void, and each Permitted Transferee desiring to sellthe Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of Majority Preferred Shareholders.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability there has not been a Successful Remarketing on or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale last day of the CompanyFinal Remarketing Period, for (A) the Vested Portion Holders of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightSeries A Notes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)9.5, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Series A Notes for cash on the Purchase Contract Settlement Date, at a price per Series A Note to Section 4(a), the Participant shall send one written notice be purchased equal to the Company setting forth principal amount of the intention applicable Series A Note (the “Put Price”). (b) The Put Right of Participant and Permitted Transfereesa Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a sale Holder of Optionsa Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Optionsamount to the Holders of such Separate Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be sold and shall include the signature automatically exercised in accordance with Section 5.02(b) of the Participant Purchase Contract and each Permitted Transferee desiring Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to selleffect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (“Put Closing Date”) pursuant to the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to $26,571,578 (ithe “Put Amount”) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) all closing costs associated with the consummation of the transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) a special warranty deed conveying all of Landlord’s right, title and interest in the case of the purchase of Option SharesProperty, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)a quitclaim bill of sale conveying any of Landlord’s right, the Participant shall send one written notice to the Company setting forth the intention of Participant title and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or interest in the case personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a sale Guaranty of Options, Tenant’s put obligation by the number of Option Shares underlying such Options, to be sold and shall include the signature principal owners of the Participant and each Permitted Transferee desiring to sellTenant.

Put Right. (i) If In the Participantevent Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with the Company and Subsidiaries terminates due to the Disability cause or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Companywithout cause, Optionee shall, for a period of ninety (A90) the Vested Portion of all Options and (B) all Option Sharesdays thereafter, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option right to require the Company Corporation to repurchase Options and/or Option Shares pursuant to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 4(a5.4 of the Plan), the Participant . Optionee shall send one exercise his put right by delivering written notice to the Company setting forth Corporation within such period. The Corporation and Optionee shall consummate the intention transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of Participant the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in three (3) equal annual installments commencing on the Closing Date and Permitted Transfereeson each of the next two subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if applicable, the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to collectively sell all Options and/or Option Shares redeem the total number of shares required to be redeemed pursuant to this Section 4(a) within 4 on any Redemption Date, those funds which are legally available for the period described aboveCorporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, which notice the shares of Optionee's Common Stock not redeemed shall specify remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option Sharesthat vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (i.e., on account of Optionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 4. The restrictions on Optionee's Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the case exercise of a sale of Optionsan Option that, the number of Option Shares underlying such Options, to be sold and shall include the signature as of the Participant desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and each Permitted Transferee desiring exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to sellthis Agreement.

Put Right. (a) Following delivery of a Put Notice to Compass at any time on or after the date hereof, Compass shall, and shall cause its Affiliates to, on the Closing Date, indefeasibly pay an amount in cash equal to the Sale Price, without any withholding, deduction, setoff, recoupment, or counterclaim, to TPG by wire transfer of immediately available funds to one or more accounts designated in writing by TPG, and TPG shall, upon receipt of such payment, assign to Compass all of its rights, title and interest in and to the Subject Equity (the “Put Right”). TPG shall have no obligation to exercise the Put Right, and the decision of whether and when to exercise the Put Right shall be in TPG’s sole and absolute discretion. Compass shall have no right to require TPG to exercise the Put Right, or to accelerate, defer, or otherwise influence the timing of TPG’s exercise of the Put Right. For the avoidance of doubt, TPG may deliver multiple Put Notices (and withdraw or amend any previously delivered Put Notice) without limitation. (b) No later than ten (10) Business Days prior to the Closing Date, TPG shall provide its determination of the Sale Price to Compass and after such date but prior to the Closing Date TPG shall consult with Compass regarding any manifest error identified by Compass in the calculation thereof. If Compass reasonably disputes TPG’s determination of the Sale Price and the Parties are unable to resolve such dispute within 5 Business Days, the Parties shall submit to alternative dispute resolution as provided herein. (c) For the avoidance of doubt, there shall be no conditions to Compass’s obligation to indefeasibly pay the Sale Price in full in cash, and, for greater certainty, such obligation shall not be subject to or conditioned upon (i) If the Participant's employment with financial condition, results of operations, or prospects of the Company and Subsidiaries terminates due to or any of its subsidiaries, (ii) the Disability availability or death sufficiency of financing, (iii) any change in the value of the Participant prior to the earlier of (x) a Public Offering Subject Equity or (y) a Sale any other equity of the Company, for (Aiv) any action or inaction by Baker or the Vested Portion Company, (v) any claim, defense, right of all Options and (B) all Option Sharessetoff, within 120 days after such termination of employment the Participant shall or counterclaim that Compass may have the rightor claim to have against TPG, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options▇▇▇▇▇, the difference between the Fair Market Value of the Option Share underlying the Option Company, or any other Person (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of whether arising under this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this LLC Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or otherwise), or (yvi) a Sale of any bankruptcy, insolvency, dissolution, winding up, receivership, or similar proceeding involving ▇▇▇▇▇, the Company, or any of their respective subsidiaries or Affiliates. Compass’s obligation to pay the Sale Price hereunder is an independent, absolute, and unconditional payment obligation that shall not be affected, modified, or impaired by any circumstance whatsoever, except for all Option Shares issued 181 days or more prior to an order of a court of competent jurisdiction in a final non-appealable judgment that expressly prohibits the date of termination of employment payment of the ParticipantSale Price (which judgment or order was not sought, within 90 days after such date procured, encouraged, supported, or otherwise caused, directly or indirectly, by Compass or any of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Sharesits Affiliates), the Participant shall have the right, subject in which case Compass’s obligation to the provisions of Section 5 hereof, to sell to the Company and the Company make such payment shall be required deferred (and not waived or extinguished) for so long as, and only for so long as, such prohibition remains in effect. Compass shall, and shall cause its Affiliates to, use best efforts to purchase (subject to contest, vacate, or limit the provisions scope of Section 5 hereof)any such order or judgment, on one occasion from and shall promptly make such payment upon the Participant and his Permitted Transferees, if earliest time at which such prohibition is lifted or no longer applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (iid) If The Parties acknowledge that the Participant desires Put Right is a fundamental inducement to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or TPG’s investment in the case of a sale of OptionsCompany, and Compass’s failure to indefeasibly pay the number of Option Shares underlying such Options, Sale Price in full in cash would cause TPG damages that are difficult to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellcalculate.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death If, as of the Participant prior date that is 90 days after the date on which the Stockholder delivers a Third Party Transfer Election pursuant to the earlier of Sections 2.1(c) or 2.1(d) (x) any such date, a Public Offering or (y) a Sale of the Company“Put Trigger Date”), for (A) the Vested Portion of all Options Buyer has not consummated a Buyer IPO and (B) all Option the Stockholder or any Permitted Transferee continue to hold Buyer Common Shares, within 120 days after such termination of employment then the Participant Stockholder shall have the right, subject to the provisions right (on behalf of Section 5 hereof to sell to the Company itself and the Company shall be required Permitted Transferees) to purchase (subject to the provisions of Section 5 hereof)deliver, on one occasion from in respect of each Put Trigger Date, a written notice to Buyer on or prior to the Participant and his Permitted Transfereesdate that is 30 days after any such Put Trigger Date, if applicable, electing to require Buyer to purchase all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Buyer Common Shares then held by the Participant and Stockholder or any Permitted Transferee within 90 days of delivery of the written notice to Buyer of such other number of Option Shares or Vested Portions of Option Shareselection (any such date, to the extent transferablea “Put Closing Date”), held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Buyer Common Share equal to the Buyer Common Share Value (i) in the case of the purchase of Optionsthis amount, the difference between “Put Amount”). The Stockholder and each Permitted Transferee, as applicable, shall execute and deliver to Buyer customary share transfer documentation reasonably requested by Buyer in connection with any Transfer of Buyer Common Shares contemplated by this Section 2.2(c) and, without limiting the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreementforegoing, the greater of the Fair Market Value of Stockholder and each such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company Permitted Transferee shall be required to purchase (subject make Fundamental Representations to Buyer in the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and definitive share transfer documentation related to any such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Transfer. (ii) If Notwithstanding anything herein to the Participant desires contrary, if, following the Closing and prior to exercise his the applicable Put Closing Date, there has been a material and sustained disruption of, or her option material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Buyer’s reasonable judgment, would materially impair Buyer’s ability to require obtain the Company financing necessary to repurchase Options and/or Option Shares pursuant pay the Put Amount to Section 4(a)the Stockholder or any Permitted Transferee, the Participant shall send one as applicable, on commercially reasonable terms, then Buyer may, upon delivery of written notice to the Company setting forth the intention of Participant Stockholder and such Permitted Transferees, if applicableextend such Put Closing Date until such time at which such financing becomes available on commercially reasonable terms (this time period, the “Put Closing Extension Period”). Buyer shall use reasonable best efforts to collectively sell all Options and/or Option Shares pursuant obtain this financing at the earliest reasonable opportunity. During any Put Closing Extension Period, interest on the Put Amount will accrue at a rate of four percent (4.0%) per annum; provided that under no circumstances will such interest rate be less than the short-term Applicable Federal Rate, as defined in Section 1274(d) of the Internal Revenue Code (the “AFR”), and Buyer and the Stockholder shall periodically review this interest rate (and no less than annually) until the Put Amount is fully paid to Section 4(a) within ensure this interest rate continues to exceed the period described above, which notice shall specify the number AFR. Buyer’s internal records of Option Shares, or applicable interest rates will be determinative in the case absence of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellmanifest error.

Put Right. (i) If In the Participant's employment with event that Ground Lessee has not timely delivered a Purchase Notice or completed the Company and Subsidiaries terminates due purchase of the Mixed-Use Development Parcels prior to the Disability Expiration Date, or death upon the occurrence of an Event of Default, or upon notice from the City delivered at any time on or after the last day of the Participant calendar month in which the fifth (5th) anniversary of this Lease occurs, the City may, in its sole discretion, require Ground Lessee to purchase the Mixed-Use Development Parcels (“Put Right”) by delivering written notice to Ground Lessee (a “Put Notice”) stating that the City intends to cause Ground Lessee to purchase the Mixed-Use Development Parcels. The City must issue a Put Notice, no later than ninety (90) days prior to the Expiration Date. In the event the City timely issues a Put Notice to Ground Lessee, then, on the earlier of (xa) a Public Offering the Expiration Date or (yb) a Sale the date that is thirty (30) days following the date of the CompanyPut Notice (as applicable, the “Put Closing Date”), Ground Lessee shall purchase the Mixed-Use Development Parcels from the City in their AS-IS, WHERE-IS condition and with ALL FAULTS for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject an amount equal to the provisions Purchase Price. The term of Section 5 hereof to sell to this Lease shall automatically be extended through the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted TransfereesPut Closing Date, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) At the closing, Ground Lessee or its designee shall pay the Purchase Price for the Mixed-Use Development Parcels, and the City shall deliver to Ground Lessee its quit-claim deed and any other instruments reasonably required by necessary to effectively convey to Ground Lessee the title to the Mixed-Use Development Parcels and any reversionary right in the Improvements, free and clear of any City Encumbrances, provided that the City shall not take on material, additional liability thereby, nor have any obligation whatsoever to indemnify any party in connection therewith. (iii) If Ground Lessee defaults in its obligation to purchase the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares Mixed-Use Development Parcels pursuant to the terms of this Section 4(a3(D), it shall be an immediate Event of Default entitling the Participant City to pursue any and all remedies hereunder, and the City shall, in addition to all other rights at law or in equity, be entitled to compel performance pursuant to an action for specific performance hereunder. The City may, at its discretion, record the quit-claim deed and transfer title, free and clear of any City Encumbrances, Ground Lessee hereby expressly accepting delivery of such deed, and in such event the City shall send one written notice retain a claim against Ground Lessee for any amounts still owing to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellCity.

Put Right. (i) If the Participant's employment with the Company Subject to Section 10(d)(ii) and Subsidiaries terminates due to the Disability or death Section 10(d)(iii), if there has occurred a Final Failed Remarketing, then Holders of the Participant prior to the earlier Unsecured Notes forming part of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant any Common Equity Unit shall have the right, subject right (the “Put Right”) to require the provisions of Section 5 hereof Corporation to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)purchase, on one occasion from the Participant and his Permitted TransfereesFourth Delayed Stock Purchase Date, if applicable, all such Unsecured Notes for cash (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i“Put Consideration”) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share an amount equal to the Fair Market Value of such Option Share (measured as principal amount of the delivery of Unsecured Notes to be purchased by the notice referred to in Section 4(a)(ii))Corporation plus the unpaid interest thereon that has accrued to, but not including, the Fourth Delayed Stock Purchase Date. (ii) If The Put Right of a Holder of Unsecured Notes forming part of any Normal Common Equity Units shall automatically, without any action of such Holder, be deemed to be exercised on the Participant desires Fourth Delayed Stock Purchase Date; provided, however, such Put Right shall be deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.5 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything herein to the contrary, in no event shall a Holder be permitted to exercise his or her option the Put Right unless the principal amount of the Unsecured Notes as to require which the Company to repurchase Options and/or Option Shares pursuant to Section 4(aPut Right is exercised[Insert for double tranche Unsecured Notes: “, and the principal amount of each tranche of Component Unsecured Notes forming part of such Unsecured Notes,”] is an integral multiple of one thousand dollars ($1,000). (iii) The rights of Holders of Unsecured Notes forming part of a Normal Common Equity Unit, the Participant including their Put Rights, shall send one written notice be subject to the Company setting forth security interest in such shares in favor of the intention of Participant and Permitted TransfereesCorporation provided for in the Pledge Agreement and, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale Unsecured Notes that form part of Optionsany Pledged Common Equity Units, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellIndemnification Security Agreement.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Each GCFC Shareholder shall have the right, subject to right (the provisions of Section 5 hereof "Put Right") to sell to the Company Company, in one or more transactions, all or any of his or her Merger Common Stock (the "Put Option Securities") then owned by said shareholder, and the Company shall be required obligated to purchase (subject the "Put Obligation") from the GCFC Shareholder all of such Put Option Securities offered by the GCFC Shareholder. In order to exercise the Put Right, the GCFC Shareholder shall notify the Company in writing delivered to the provisions Company at the address set forth in Section 4.6 (a "Put Notice") of Section 5 hereof)his or her exercise thereof at any time at which the Put Right may be exercised hereunder; provided, however, that a Put Right may not be exercised after _______________, 2009. The price per share to be paid by the Company for Put Option Securities pursuant to this Article II shall equal the Put Price in effect on one occasion from the Participant and his Permitted Transfereesdate of the Put Notice. Once delivered, if applicablea Put Notice shall be irrevocable as to the Put Option Securities covered thereby. After the exercise of the Put Right by the GCFC Shareholder, all (the Company shall purchase all, but not less than all) , of (1) Participant's Vested Portion of all Options and (2) the number of Put Option Shares then held Securities offered by the Participant and GCFC Shareholder by paying the aggregate Put Price of such other number of Put Option Shares or Vested Portions of Option Shares, Securities to the extent transferable, held by GCFC Shareholder in cash within 30 days after the ParticipantCompany's Permitted Transferees as receipt of the Participant may request at a price per Option or Option Share equal to Put Notice. (ib) in the case The closing of the purchase and sale of Options, any Put Option Securities shall take place on such date within the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to 30-day period specified in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares2.1(a), the Participant shall have the rightand at such place, subject to the provisions of Section 5 hereof, to sell to as the Company and the GCFC Shareholder shall agree. At such closing, the GCFC Shareholder shall Transfer full right, title and interest in and to all Put Option Securities covered by the Put Notice to the Company, free and clear of all Liens, and shall deliver to the Company a certificate or certificates representing such Put Option Securities, in each case duly endorsed for transfer or accompanied by appropriate transfer powers duly endorsed for transfer. At such closing, the Company shall be required to purchase (subject pay to the provisions GCFC Shareholder, by wire transfer of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share immediately available funds an amount equal to the Fair Market Value aggregate Put Price of such Put Option Share (measured as Securities and deliver a new stock certificate representing the number of Merger Common Stock shares, if any, with respect to which the delivery of the notice referred to in Section 4(a)(ii))Put Right shall not then have been exercised. (iic) If Except as provided in Section 2.1(d), in the Participant desires event that the Company shall not fully satisfy its obligation to exercise pay the aggregate Put Price of any Put Option Securities in accordance with the terms of paragraphs (a) and (b) above, such unsatisfied Put Obligation shall thereafter accrue interest at the Prime Rate until the date that such Put Obligation and any accrued interest thereon have been satisfied in full. All amounts paid by the Company with respect to any outstanding Put Obligation shall be applied first to any accrued but unpaid interest thereon. (d) Whenever a GCFC Shareholder has exercised his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Put Right under Section 4(a2.1(a), any closing time period specified in Section 2.1(b) shall be tolled until any necessary governmental approval is received or regulatory requirement satisfied, including without limitation approvals or requirements under the Participant shall send one written notice to Securities Act of 1933, as amended, Securities Exchange Act of 1934, as amended, the Bank Holding Company setting forth the intention Act of Participant and Permitted Transferees1956, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Sharesas amended, or in the case of a sale of OptionsMichigan Business Corporation Act, the number of Option Shares underlying as amended, provided that such Options, to be sold and tolling period shall include the signature of the Participant and each Permitted Transferee desiring to sellnot exceed 30 days.

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (ithe “Put Right”), to cause the Company to redeem, from time to time, all or any portion of the Preferred Units then held by the Preferred Members. To exercise the Put Right, the Preferred Members holding no less than 60% of the outstanding Preferred Units (“Requisite Preferred Holders”) If on behalf of all of the Participant's employment with Preferred Members, shall notify the Company and Subsidiaries terminates due to Vinco, in writing (a “Put Notice”), that the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof Preferred Members are electing to sell to the Company that number of Preferred Units specified in such Put Notice for the Put Price. The Put Right with respect to Preferred Units may not be exercised until at least six (6) months and the one day following receipt of said Preferred Units which may be received from time to time pursuant to Section 3.02. The Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of consummate the purchase of Options, the difference between Preferred Units specified in such Put Notice for the Fair Market Value Put Price. The closing of any purchase and sale of the Option Share underlying Preferred Units specified in such Put Notice shall take place at the Option (measured as principal office of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior such other location agreed to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to by the Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (10) business days following receipt of such Put Notice. At such closing, the Company shall be required to purchase (subject deliver to the provisions of Section 5 hereof), Preferred Members t the Put Price (which shall be allocated to the Preferred Members on one occasion from a pro rata basis based on the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Preferred Units being redeemed from each Preferred Member) through the issuance and delivery to the Preferred Members of a number of shares of BBIG Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured Applicable Percentage, as quantified in the formula below, of the delivery Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the notice referred to in Section 4(a)(iiPreferred Units have been redeemed from the Preferred Members. By way of example, if Preferred Members collectively own 1,000,000 Preferred Units (A)). , and the Put Right is exercised by Requisite Preferred Holders for 500,000 of the Preferred Units (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(aB), the Participant Applicable Percentage is 50% determined by the formula: B/A, and the Company shall send one written notice satisfy the demand by paying 500,000 shares of BBIG Stock in consideration for 500,000 Preferred Units, Preferred Members holding the remaining 500,000 Preferred Units shall have the ability to exercise a Put Right for up to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature amount of the Participant and each Permitted Transferee desiring to sellremaining amount of the Preferred Units at any time.

Put Right. (i) If At any time and from time to time on or after November 1, 2007 (so long as it is not prohibited by, or would not otherwise result in a default under, the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death Amended Credit Agreement (as such term is defined in Section 2.12 of the Participant prior to Stock Purchase Agreement)) but not after the earlier consummation of (x) a Public Offering or (y) a Sale of the Company, for (A) upon the Vested Portion affirmative vote or written consent of all Options and (B) all Option Sharesthe holders of a majority of the Preferred Securities then outstanding, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, repurchase all (but not less than all) of the Option Shares outstanding Preferred Securities at the Repurchase Price (as defined below). Within 5 days following the affirmative vote or written consent referenced above, the holders of a majority of the Preferred Stock then held by outstanding shall give written notice to the Participant Company of the exercise of this right (an “Exercise Notice”) and such promptly after receipt of the Exercise Notice, the Company shall send written notice thereof to all other number Shareholders holding Preferred Stock. (ii) Within thirty (30) days after receipt of Option Shares held by any Exercise Notice, the Participant's Permitted Transferees as Company shall give written notice (the Participant may request at “Repurchase Notice”) to the holders of Preferred Securities, setting forth a price per Option Share equal to reasonable approximation of the Fair Market Value of the Company at the time of such Option Share Repurchase Notice. Each holder of Preferred Securities shall be required to join in such repurchase on the same terms and conditions as set forth in the Exercise Notice. (measured iii) Promptly (but in any event within five (5) business days after the end of this 30-day period), the Company and the holders of a majority of the Preferred Securities to be repurchased shall determine the Repurchase Price as provided in Section 4(c) below, and (subject to the provisions hereof) within ten (10) days after the determination of the Repurchase Price, the Company shall purchase and the holders of Preferred Securities shall sell all outstanding Preferred Securities at a mutually agreeable time and place; provided that the Company may, at its option, require that such purchase and sale of Preferred Securities occur effective as of the delivery first day of the notice referred to in Section 4(a)(ii))next succeeding month. (iiiv) If Subject to applicable law, in the Participant desires to exercise his or her option to require event the Company does not have adequate funds available to fully repurchase Options and/or Option Shares all of the Preferred Securities pursuant to this Section 4(a)4 at the time scheduled for the closing of such purchase, the Participant Company shall send one written notice repurchase from each holder of Preferred Securities to be repurchased, their pro rata share of all Preferred Securities to be repurchased. The Company shall then use its best efforts (but subject to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature fiduciary duties of the Participant Board and each Permitted Transferee desiring applicable law) to sellobtain adequate funds to satisfy the remainder of its repurchase obligation under this Section 4.

Put Right. At any time following the date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (ithe "Put Trigger Date"), a holder may give written notice (the "Put Notice") If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death Corporation of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof its intention to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of its Series C Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series C Preferred Stock (the "Put Price") equal to the sum of: (1) Participant's Vested Portion of all Options the Stated Amount; and (2) an amount per share of the number of Option Shares then held Series C Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Date reduced by the Participant and such other number actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of Option Shares or Vested Portions shares of Option Shares, Series C Preferred Stock shall be permitted to convert their Series C Preferred Stock into Common Stock at any time prior to the extent transferableclose of business on the last Business Day immediately preceding the later of the Put Date or, held if not 5 139 actually repurchased by the Participant's Permitted Transferees as Corporation on the Participant may request at a price per Option or Option Share equal to Put Date, the date on which the Series C Preferred Stock is actually repurchased by the Corporation. The Put Notice shall state (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Put Date and (ii) in the case number of outstanding shares of Series C Preferred Stock to be redeemed. Promptly following receipt of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this AgreementPut Notice, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant Corporation shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one provide written notice to the Company holder setting forth (i) the intention Put Price, (ii) the place or places where certificates for such shares of Participant Series C Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book-entry transfers and Permitted Transferees(iii) that dividends on the shares of Series C Preferred Stock to be repurchased shall cease to accumulate as of the Put Date. Upon the Put Date (unless the Corporation shall default in making payment of the appropriate Put Price), if applicablewhether or not certificates for shares which are the subject of the Put Notice have been surrendered for cancellation, the shares of Series C Preferred Stock to collectively sell all Options and/or Option Shares be redeemed shall be deemed to be no longer outstanding, dividends on the shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for the rights to receive the Put Price but without interest, and, up to the later of (i) the close of business on the first (1st) Business Day preceding the Put Date or (ii) the date on which the shares of Series C Preferred Stock are actually repurchased, the right to convert such shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell8 hereof.

Put Right. (ia) If no Liquidity Event shall have occurred by the Participant's employment with later of October 22, 2003 or 90 days following the Company final maturity date of debt securities issued in the High Yield Debt and Subsidiaries terminates due to the Disability or death Equity Offering, then each of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyNassau and its Affiliates, for (A) the Vested Portion of all Options AT&T, GECC and (B) all Option Shares, within 120 days after such termination of employment the Participant CoreStates shall have the right, subject to the provisions of Section 5 hereof to sell at any time thereafter, by giving written notice to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereofa "PUT NOTICE"), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant (a "PUT") all or any portion of the shares of Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to Section 4(a), (A) the Participant shall send one written notice fair market value of the shares subject to such Put as determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company setting forth and holders of a majority of the intention voting power of Participant Common Stock and Permitted Transferees, if applicable, to collectively sell Common Stock Equivalents held by all Options and/or Option Shares pursuant to Section 4(aparties exercising Puts hereunder or (B) within the period described above, which notice shall specify the number of Option Shares, or in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, at the option of holders thereof; provided that AT&T, GECC and CoreStates shall not have the right to exercise a sale Put hereunder unless Nassau or its Affiliates have exercised a Put. The Company shall give AT&T, GECC and CoreStates prompt notice of OptionsNassau's intent to exercise a Put. The Company shall give Notice to Nassau and the other Stockholders of any exercise of the Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, which interest shall be paid together with any payment of such Put Amount, at a rate of 18.0% per annum (the number "DEFAULT RATE"); provided that accrual of Option Shares underlying interest at the Default Rate shall not constitute a waiver of any party exercising a Put hereunder to receive immediate payment of the Put Amount. (b) If at the time of any exercise of a Put hereunder there shall be pending any Put by any other party hereunder or any Repurchase Notice under Section 14 of either Subsidiary Warrant, and if either the Company or KMC shall not have funds legally available in the amount necessary to repurchase all the Convertible Preferred Stock, Common Stock, Subsidiary Warrants and Warrant Stock with respect to which a Put Notice or Repurchase Notice has been received, then such OptionsConvertible Preferred Stock, Common Stock, Subsidiary Warrants and Warrant Stock, as applicable, shall be repurchased by the Company or KMC, as applicable, to the extent that funds are legally available for such repurchases; PROVIDED that (A) the Put Amount and (B) the Repurchase Amount (as defined in the Subsidiary Warrants) to be sold received by each party exercising a Put shall be aggregated and paid to each such party pro rata. Any Put not satisfied in full in cash shall remain an obligation of the Company and shall include be evidenced by a promissory note due within 366 days and bearing interest at the signature Default Rate to the extent provided above. (c) The Company agrees that it will effect all such capital contributions, advances, dividends and other actions among itself and its wholly-owned subsidiaries so as to maximize the Company's and KMC's ability to satisfy the Put rights contained in this Section 5 and the put rights contained in Section 14 of either Subsidiary Warrant subject to such limitations as may be applicable under applicable law and the Participant terms of any agreement to which the Company and each Permitted Transferee desiring to sellits subsidiaries may be bound.

Put Right. (a) Subject to the terms of this Section 5.01, at any time from January 17, 2023 until ending on February 17, 2023, the GEG Common Stockholder shall have the right (the “Put Right”), but not the obligation, to cause the Company to purchase all, but not less than all, of the shares of Common Stock owned by the GEG Common Stockholder (the “Put Shares”) at the Put Purchase Price (as defined below). (b) If the GEG Common Stockholder desires to exercise the Put Right, the GEG Common Stockholder shall deliver to the Company a written, unconditional and irrevocable notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, the GEG Common Stockholder represents and warrants to the Company that (i) If the Participant's employment with GEG Common Stockholder has full right, title, and interest in and to the Put Shares, (ii) the GEG Common Stockholder has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this Section 5.01, and (iii) the Put Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. (c) The closing of the sale of the Put Shares pursuant to this Section 5.01 shall take place no later than five Business Days following the final determination of the Put Purchase Price (or such other date as agreed upon between the Company and Subsidiaries terminates due to the Disability or death GEG Common Stockholder). The Company shall give the GEG Common Stockholder at least two Business Days written notice of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale date of the Companyclosing (the “Put Right Closing Date”). (d) The aggregate purchase price for the Put Shares pursuant to which the GEG Common Stockholder shall sell, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and at which price the Company shall be required to purchase purchase, the Put Shares (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Purchase Price”) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share shall be equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured a share of Common Stock as of the delivery of the notice referred to determined in accordance with Section 4(a)(ii)) and the Exercise Price of such Option Shares 5.03 and (ii) the number of Put Shares. The Company will pay the Put Purchase Price by wire transfer of immediately available funds on the Put Right Closing Date. Until the Promissory Note has been paid in full, the case Put Purchase Price shall be applied by the Company to the outstanding balance under the Promissory Note, and any amount of the purchase of Option Shares, (x) if such termination occurs prior Put Purchase Price in excess thereof shall be paid to the date which is 18 months from GEG Common Stockholder. If necessary to fund the date of this AgreementPut Purchase Price, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with JPM Preferred Stockholder or its Affiliate shall provide the Company with short term arms-length financing on terms and Subsidiaries terminates due conditions to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or be negotiated in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to good faith between the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))JPM Preferred Stockholder or its Affiliate. (iie) If The Company and the Participant desires GEG Common Stockholder shall each take all actions as may be reasonably necessary to exercise his consummate the sale contemplated by this Section 5.01, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or her option to require appropriate. (f) At the Company to repurchase Options and/or Option Shares closing of any sale and purchase pursuant to this Section 4(a)5.01, the Participant GEG Common Stockholder shall send one written notice deliver to the Company setting forth a certificate or certificates representing the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Put Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary. (g) Notwithstanding anything herein to the contrary, in the event that the Board approves any filing by the Company under any Bankruptcy, insolvency or similar law, the Put Right shall include immediately and automatically accelerate and be deemed to have been exercised by the signature GEG Common Stockholder for all purposes of this Section 5.01, without regard to (i) any time limitations on the Participant exercise of such Put Right and each Permitted Transferee desiring (ii) any requirement to selldeliver a Put Exercise Notice.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due Subject to the Disability paragraph (b) hereof, if there has not been a Successful Remarketing on or death of the Participant prior to the earlier Final Remarketing Date, holders of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightSubordinated Notes will, subject to the provisions of this Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)8.05, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to right (the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all“Put Right”) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant purchase such Subordinated Notes on the Purchase Contract Settlement Date, at a price per Subordinated Note equal to Section 4(athe principal amount of the applicable Subordinated Note (the “Put Price”). (b) The Put Right of holders of Applicable Ownership Interests in Subordinated Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Participant shall send one second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Company setting forth Purchase Contract Agent of their intention to settle the intention of Participant related Purchase Contract with separate cash, and Permitted Transferees(2) on or prior to 5:00 p.m., if applicableNew York City time, on the Business Day prior to collectively sell all Options and/or Option Shares the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to Section 4(athe Purchase Contract Agreement. Holders that satisfy conditions (1) within and (2) above shall be deemed to have elected to pay the period described above, which notice shall specify Purchase Price for the number shares of Option Shares, or Common Stock to be issued under the related Purchase Contract from the proceeds of the Put Right in full satisfaction of such holders’ obligations under the case Purchase Contracts. (c) The Put Right of a sale holder of Optionsa Separate Subordinated Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the number Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of Option Shares underlying all Separate Subordinated Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Subordinated Notes surrendered pursuant to the Put Right, the Trustee shall distribute the Put Price to the holders of such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellSeparate Subordinated Notes.

Put Right. (a) If the Plan Effective Date occurs at any time between (i) the earlier of the Related Purchase Agreement’s Target Closing Date (as defined in the Related Purchase Agreement) and the Related PSA Closing and (ii) 60 days following the Related PSA Closing (the “Put Period”), the Alamo Parties may require HighPeak LLC to agree to purchase the ABC-1 Assets, pursuant to the Purchase Agreement and subject to the conditions of this Section 3. (b) If the Participant's employment with Alamo Parties desire to exercise their rights under Section 3(a), the Company and Subsidiaries terminates due Alamo Parties shall give HighPeak LLC written notice of their election to cause to be sold to HighPeak LLC the Disability or death of ABC-1 Assets (the Participant “Put Notice”), which Put Notice shall be delivered prior to the earlier of (x) a Public Offering or (y) a Sale end of the CompanyPut Period, for and shall set forth the Signing Date at least five (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof5), on one occasion from the Participant and his Permitted Transfereesbut no more than fifteen (15), if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of Business Days after the delivery of the notice referred Put Notice; provided that, the Signing Date shall be prior to in Section 4(a)(ii)the end of the Call Period. (c) If the Alamo Parties deliver a Put Notice, HighPeak LLC and the Exercise Price of Alamo Parties shall enter into the Purchase Agreement on the Signing Date and take such Option Shares other actions as may be required to be taken per the terms thereof concurrently with the execution and (ii) in the case delivery of the purchase Purchase Agreement on the Signing Date. (d) Notwithstanding the foregoing or anything herein to the contrary, if the Alamo Parties exercise their put right in accordance with this Section 3, and HighPeak LLC does not enter in to the Purchase Agreement on the Signing Date (a “Put Default”), the Alamo Parties may cause to be sold the ABC-1 Assets to one or more third parties without restriction hereunder. Upon any such sale, HighPeak LLC’s obligations to the Alamo Parties under this Section 3 with respect to the ABC-1 Assets shall terminate and be of Option Shares, no further force and effect unless (x) if such termination occurs prior the assignee thereof agrees in writing to be bound by the date which is 18 months from the date terms and conditions of this Agreement, the greater Agreement in place of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share Alamo Parties and (y) if such termination occurs after the date which is 18 months from the date Alamo Parties, on behalf of this Agreementeach Alamo Party, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Companynot, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all Option Shares issued 181 days or more prior claims of any type the Alamo Parties may have for matters related to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less its rights hereunder for periods prior to such date of termination or at any time after such date of termination of employmentsale, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject in which case HighPeak LLC’s obligations to the provisions of Alamo Parties under this Section 5 hereof, to sell to the Company and the Company 3 shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold so terminate and shall include the signature of the Participant remain in full force and each Permitted Transferee desiring to selleffect.

Put Right. Within two (i2) If years from the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death date of the Participant prior to Closing under the earlier of (x) a Public Offering or (y) a Sale of Series A Share Purchase Agreement, the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Key Shareholders shall have the right, subject to the provisions of Section 5 hereof right to sell to the Company Preferred Shareholder the entire Shares held by such Key Shareholders pursuant to and in compliance with the terms hereof (“Put Option”). Such sale shall be made on the following terms and conditions: (a) A Key Shareholder may exercise the Put Option only if all the Shares held by such Key Shareholder will be sold to the Preferred Shareholder, and a Key Shareholder is not allowed to only sell part of its/his Shares in exercising the Put Option; (b) Put Option enjoyed by Key Shareholders are not transferable, and no purchaser or assignee of the Shares has the right to exercise the Put Option; (c) The price per share at which the Shares are to be sold to the Preferred Shareholder shall be equal to eight point sixty five (8.65) times of the Net Operating Income (as defined in Section 14.02) per Share in the complete fiscal year preceding to the notice as mentioned in sub-paragraph (ii) hereafter as reflected in the consolidated financial statements of the Company audited by a Big-4 accounting firm. Any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Put Option under this Agreement shall be required deducted from the price payable by the Preferred Shareholder to purchase such Key Shareholder. (d) A Key Shareholder is only entitled to exercise Put Option once a year, subject to each sale of a minimum of 500,000 shares, within the provisions two years of Section 5 hereof)the Closing, on one occasion and shall deliver a written notice (as specified in the subsection (c) below) within 10 days from the Participant first and his Permitted Transfereessecond anniversaries respectively for the purpose of exercising the Put Option; (e) The Company shall have Net Operating Income for the first year of the Closing for exercising the first-year Put Option by a Key Shareholder, and shall have a higher amount of Net Operating Income for the second year than for the first year for exercising the second-year Put Option by the Key Shareholder; (f) A Key Shareholder shall, if applicableexercising the right created hereby, deliver to the Preferred Shareholder a written notice of selling all the Shares it/he holds in the Company to the Preferred Shareholder (but not less than all“Put Option Notice”). (g) The Preferred Shareholder shall purchase the Shares specified to be sold under the Put Option Notice. The payment of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held purchase price can be made in cash or shares issued by the Participant and such other number Preferred Shareholder (“Consideration Shares”); (h) At least 50% of Option the purchase price for the Shares or Vested Portions of Option Sharesshall be paid in cash up to USD 4,800,000 in aggregate for total annual exercise; provided, to the extent transferablehowever, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to that (i) in if the case Investor and exercising Key Shareholders mutually desire, the cash portion of the purchase price can be lower than 50%; or (ii) at the choice of Optionsthe Preferred Shareholder, the difference between the Fair Market Value of the Option Share underlying the Option total annual cash payment can be higher than USD4,800,000. The Preferred Shareholder shall, within forty-five (measured as of the delivery 45) days upon receipt of the notice referred described above from the Key Shareholder(s) exercising the right created hereby, elect to pay the purchase price in Section 4(a)(ii)) cash or the Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Exercise Price Consideration Shares shall be the average weighted trading price of such Option Shares and (ii) the shares of the Preferred Shareholder in the case of the purchase of Option Shares, past thirty (x30) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 trading days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Put Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Notice]. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (a) With respect to any Management Stockholder, within 90 days following the later to occur of (i) If the Participantdate on which such Management Stockholder's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for is terminated (A) the Vested Portion by reason of all Options and such Management Stockholder's death, disability or retirement, (B) all Option Shares, within 120 days after by such termination of Management Stockholder for Good Reason (as defined in such Management Stockholder's employment agreement with the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to Company) or (C) by the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares without Cause and (ii) in the case seventh anniversary of the purchase of Option Shares, (x) Closing Date if on such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the ParticipantManagement Stockholder's employment with the Company and Subsidiaries terminates due to Retirement of has terminated, such Management Stockholder (the Participant prior to (x"Putting Stockholder") a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject right to the provisions of Section 5 hereof, to sell to require the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, repurchase all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Additional Shares held by the ParticipantPutting Shareholder (the "Put") by delivering a written notice to the Company specifying the number of shares to be repurchased (the "Put Notice"). (b) Promptly following delivery of the Put Notice, the Company and the Putting Stockholder shall in good faith determine the Put Price as provided hereunder, and subject to the provisions hereof, within ten (10) days after the determination of the Put Price, the Company shall purchase and the Putting Stockholder shall sell the number of the Putting Shareholder's Permitted Transferees as Additional Stockholder Shares specified in the Participant may request Put Notice at a mutually agreeable time and place (the "Put Closing"). Notwithstanding anything in this Section 5 to the contrary, if (and only if) it is determined, in accordance with the terms hereof, that the Put Price is less than the Original Cost of the Additional Stockholder Shares being repurchased, then the Putting Stockholder shall have the right to rescind the Put Notice within three (3) days after the determination of the Put Price and such Additional Stockholder Shares shall remain subject to repurchase pursuant to the terms and conditions of this Section 5. (c) At the Put Closing, the Putting Stockholder shall deliver to the Company certificates representing the Putting Stockholder's Additional Stockholder Shares to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and the Company shall deliver to the Putting Stockholder the Put Price by cashier's or certified check payable to the Putting Stockholder or by wire transfer of immediately available funds to an account designated by the Putting Stockholder; provided, that the Company shall have no obligation to so pay the Put Price if and to the extent such payment is prohibited by the provisions of applicable state law or by the provisions of the Company's debt instruments (including, without limitation, the Senior Credit Agreement) or would cause the Company to violate any financial ratio or minimum working capital level in any such debt instrument, until such time as such prohibitions are no longer in effect, whereupon such Put Price shall be paid without interest. Notwithstanding anything to the contrary in this Section 5(c), if and to the extent that the Put Price exceeds the Original Cost of the Additional Stockholder Shares to be repurchased, the amount of such excess will not be paid in cash but instead shall be paid in the form of a subordinated promissory note (a "Put Note"), bearing interest at the then applicable federal rate and otherwise in the form attached hereto as Exhibit B. (d) The "Put Price" of the Putting Stockholders Additional Stockholder Shares to be repurchased shall mean a price per Option Share equal to 80% of the Fair Market Value of such Option Share (measured as Additional Stockholder Shares. Any fees and expenses of an Independent Appraiser incurred in connection with the determination of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require Put Price shall be borne equally by the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), and the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellPutting Stockholder.

Put Right. (ia) If During the Participant's employment with Put Period, the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant CO Member Representative shall have the right, subject on behalf of each CO Member (the “Put Right”), to sell and Transfer to Parent such CO Member’s Allocable Share of the Second Call/Put Units at a price per Unit equal to the provisions applicable Second Determination Date Per Unit Put Price of Section 5 hereof such Units to sell be sold and Transferred by such CO Member. In order to exercise the Put Right, the CO Member Representative shall deliver a notice in writing (the “Put Notice”) to Parent of such election, specifying the intended date on which the closing of the purchase and sale of the Second Call/Put Units (the “Put Closing”) shall occur (the “Put Closing Date”), which shall be no earlier than the sixtieth (60th) day after such Put Notice is delivered to Parent, and no later than the seventy-fifth (75th) day after such Put Notice is delivered to Parent; provided, however, that Parent may elect, by delivering written notice to the Company CO Member Representative, to delay the Put Closing Date to the extent Parent deems it reasonably necessary pursuant to advice of counsel to comply with any applicable law (including Rule 14e-1 under the Exchange Act or any antitrust or competition laws) and in such case the Company Put Closing Date shall be a date that is no later than five (5) Business Days after such date on which all applicable legal or regulatory approvals have been obtained or waiting periods have elapsed. Within thirty (30) days following the receipt of such Put Notice, Parent shall provide the CO Member Representative with a schedule reflecting the number of each class or series of Units to be purchased from each CO Member, and applicable aggregate Second Determination Date Per Unit Put Price payable to each CO Member in respect of the Second Call/Put Units to be sold by such CO Member at the Put Closing. The CO Member Representative may not revoke the Put Notice without the prior written consent of Parent. At the Put Closing, Parent shall be required to purchase (subject and shall be deemed to have purchased automatically and without any further action of the provisions parties) from each CO Member, and each CO Member shall be required to sell (and shall be deemed to have sold automatically and without any further action of Section 5 hereof)the parties) to Parent, on one occasion from such CO Member’s Allocable Share of the Participant Second Call/Put Units free and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion clear of all Options and Liens (2other than restrictions on Transfer set forth in the Agreement) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share Unit equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise applicable Second Determination Date Per Unit Put Price of such Option Shares Units sold and Transferred by such CO Member at the Put Closing, and the Company shall promptly thereafter update the Schedule of Members to reflect such purchase and sale of the Second Call/Put Units at the Put Closing. (iib) Parent may elect, in its sole discretion, to pay the Put Consideration in cash, in shares of Parent Common Stock or in any combination of the foregoing; provided, however, that each CO Member (or CO Indirect Holder) shall be entitled to receive the same ratio of cash and Parent Common Stock and, if any CO Member (or CO Indirect Holder) is given an option as to the form of consideration to be received, each other CO Member (or CO Indirect Holder) will be given the same option; provided, further, that, notwithstanding the foregoing, if payment to any CO Member (or CO Indirect Holder) in the case shares of the purchase of Option Shares, Parent Common Stock would require under applicable law (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value registration or qualification of such Option Share (measured securities or of any Person as of the delivery of the notice referred a broker or dealer or agent with respect to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering securities; or (y) the provision to any holder of any information other than such information as a Sale prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, Parent may in its sole discretion elect to pay the portion of the CompanyPut Consideration payable to such CO Member (or CO Indirect Holder) in cash, for notwithstanding that the other CO Members (and CO Indirect Holders) will be paid in shares of Parent Common Stock in whole or in part. To the extent Parent elects to pay all Option Shares issued 181 days or more prior to the date of termination of employment a portion of the Participant, within 90 days after such date Put Consideration in shares of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of OptionsParent Common Stock, the number of Option Shares underlying such Options, shares to be sold and shall include issued to the signature CO Members will be determined by dividing the amount of the Participant Put Consideration Parent elects to pay in Parent Common Stock by the Applicable Reference Price. No fractional shares of Parent Common Stock will be issued in connection with the payment of the Put Consideration. Any CO Member (or CO Indirect Holder) who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such CO Member (or CO Indirect Holder)) will, in lieu of such fraction of a share, instead be entitled to receive an amount of cash equal to the product obtained by multiplying (i) such fraction by (ii) the Applicable Reference Price, rounded to the nearest whole cent. (c) With respect to the portion of the Put Consideration that is payable in cash, Parent shall pay or caused to be paid such amounts by wire transfer of immediately available funds to the applicable account of the Paying Agent (for further distribution to the CO Members and, with respect to TopCo and MidCo, the CO Indirect Holders) specified in writing by the CO Member Representative no later than five (5) Business Days following the Put Closing Date. With respect to the portion of the Put Consideration that is payable in Parent Common Stock, promptly following the Put Closing Date, Parent shall deliver to its exchange agent the applicable number of shares of Parent Common Stock for the accounts of the CO Members and, with respect to TopCo and MidCo, then for the accounts of the CO Indirect Holders, in each Permitted Transferee desiring case entitled to sellreceive such shares.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by Seller but not held by a Selling Investor, or the Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Co-Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the case of Prohibited Transfer or at the purchase of Option SharesCo-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, (x) if such termination occurs prior including, but not limited to, legal fees and expenses, incurred pursuant to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value exercise or attempted exercise of such Option Share (measured as Selling Investor’s Rights of the delivery of the notice referred Co-Sale pursuant to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (4 or in the case exercise of Option its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares issued 180 days of stock to be sold to Seller shall be of the same class or less prior to such date of termination type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any time after of such date class or type, the Put Shares shall be shares of termination Common Stock (or Preferred Stock convertible into Common Stock at the option of employment, no earlier than 181 days and no later than 271 the holder thereof). (c) The closing of such sale to Seller will occur within ten (10) days after the date of issuance of such Option Shares)Selling Investor’s Put Notice to such Seller. At such closing, the Participant Selling Investor shall have deliver to Seller the rightcertificate or certificates representing the Put Shares to be sold, subject each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the provisions of Section 5 hereofaggregate purchase price therefor, to sell to the Company and the Company shall be required to purchase (subject to the provisions amount of Section 5 hereof)reimbursable fees and expenses, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to specified in Section 4(a)(ii)5.2(a). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If In the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death event of the Participant death or Disability of a Management Holder prior to the earlier of an IPO, such Management Holder (xor his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable)) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereofobligation, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held Call Eligible Stock owned by that Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable), immediately prior to (and, if applicable, with respect to Common Stock acquired upon exercise of Common Stock Equivalents following the Participant management Holder’s death or Disability, after) his or her death or Disability (the “Put Right” and such other number of Option Shares held by Common Stock subject to the Participant's Permitted Transferees as Put Right, the Participant may request at “Put Eligible Stock”) for a price per Option Share cash amount equal to the Fair Market Value of such Option Share (measured as Put Eligible Stock at the time of the delivery of the notice referred to in Section 4(a)(ii)a Redemption Notice (as defined below). (iib) If the Participant Management Holder or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, desires to exercise the Put Right, the Management Holder or his Permitted Management Holder Transferee, including his beneficiary or her option estate, as applicable, shall deliver written notice thereof (which shall indicate the amount of Put Eligible Stock to require be sold) (the “Put Notice”) to the Company no later than (x) one hundred and eighty (180) days following the Management Holder’s death or Disability with respect to repurchase Options and/or Put Eligible Stock that is Common Stock owned by such Management Holder or Permitted Management Holder Transferee (including such beneficiary or estate, as applicable) as of such death or Disability, and (y) with respect to Option Shares Stock received by such Management Holder or Permitted Management Holder Transferees (including such beneficiary or estate, as applicable) in connection with a post-termination exercise in accordance with the Option Plan, one hundred and eighty (180) days following such receipt of such Option Stock. The Management Holder or his Permitted Management Holder Transferee (including his beneficiary or estate, as applicable), shall deliver to the Company certificates representing the shares of Put Eligible Stock, free and clear of all claims, liens, or encumbrances (other than those arising under this Agreement), together with blank stock powers, duly executed by the management Holder or his Permitted Management Holder Transferee (including such beneficiary or an authorized representative of the Management Holder’s estate, as applicable), with all signature guarantees at a closing at the principal office of the Company which shall be no later than the thirtieth (30th) day after delivery of the Put Notice to the Company. The proceeds from the sale of the Put Eligible Stock pursuant to Section 4(athe Put Right shall be paid in immediately available funds by wire transfer, which shall be delivered to the Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable), at the Participant closing of such purchase. The Company may choose to have a designee purchase any Put Eligible Stock to be purchased by it under this Section 9, in which case, all references to the Company in this Section 9 shall send one written refer to such designee as the context requires, provided that if such designee shall be a GSCP Party, the P2 Parties may purchase a portion of such Put Eligible Stock in an amount equal to the product of (x) a fraction, the numerator of which is the number of Equity Securities held by the P2 Parties as of the date of the Put Notice and the denominator of which is the aggregate number of Equity Securities held by the GS Parties and the P2 Parties as of the date of the Put Notice and (y) the amount of Put Eligible Stock indicated in the Put Notice. Notwithstanding the foregoing, if the Company is not permitted by any Cash Payment Restriction to purchase the Put Eligible Stock as provided above in cash, and if the Company does not choose to have a designee purchase any Put Eligible Stock to be purchased by it under this Section 9, only the portion of the cash payment so prohibited or restricted shall not be made and the Put Right pursuant to which such payment was being made will (subject to the terms and conditions of the immediately following sentence) be deemed to have been exercised on a deferred basis (except as may be withdrawn by the Management Holder’s Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, upon notice to the Company), with the remainder to be purchased ten (10) days after the applicable Cash Payment Restriction expires or otherwise ceases to exist. To the extent Put Eligible Stock is not purchased by the Company setting forth as a result of a Cash Payment Restriction in accordance with the intention foregoing, and the exercise of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period applicable Put Right is deferred as described above, which notice shall specify the number of Option Shares, or in the case of a sale of Optionspreceding sentence, the number payment and purchase procedure set forth above shall be followed once again at the time such Cash Payment Restriction expires or otherwise ceases to exist, provided that, notwithstanding anything to the contrary contained in this Agreement, the Fair Market Value of Option Shares underlying such OptionsPut Eligible Stock not so purchased shall be the Fair Market value as determined in the original Put Notice; provided further, that if the date on which the Cash Payment Restriction expires or otherwise ceases to be sold and shall include exist is later than the signature forty-fifth (45th) day after delivery of the Participant and each Permitted Transferee desiring original Put Notice, the Fair Market Value of such Put Eligible Stock not so purchased shall be the Fair Market Value as determined as of the date on which the Cash Payment Restriction expires or otherwise ceases to sellexist.

Put Right. (i) If In the Participantevent Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with the Company and Subsidiaries terminates due to the Disability cause or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Companywithout cause, Optionee shall, for a period of ninety (A90) the Vested Portion of all Options and (B) all Option Sharesdays thereafter, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option right to require the Company Corporation to repurchase Options and/or Option Shares pursuant to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 4(a5.4 of the Plan), the Participant . Optionee shall send one exercise his put right by delivering written notice to the Company setting forth Corporation within such period. The Corporation and Optionee shall consummate the intention transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of Participant the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and Permitted Transfereeson each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if applicable, the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to collectively sell all Options and/or Option Shares redeem the total number of shares required to be redeemed pursuant to this Section 4(a) within 4 on any Redemption Date, those funds which are legally available for the period described aboveCorporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, which notice the shares of Optionee's Common Stock not redeemed shall specify remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option Sharesthat vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (i.e., on account of Optionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 4. The restrictions on Optionee's Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the case exercise of a sale of Optionsan Option that, the number of Option Shares underlying such Options, to be sold and shall include the signature as of the Participant desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and each Permitted Transferee desiring exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to sellthis Agreement.

Put Right. (a) Each Seller shall have, commencing on the first anniversary of the date hereof through the fifth anniversary of the date hereof (the “Put Exercise Period”), the right and option to cause the Buyer to purchase (the “Put Right”) from such Seller the remaining shares of Common Stock held by such Seller (with respect to such Seller, the “Seller Option Shares”) and Buyer shall have the obligation to purchase such Seller Option Shares in accordance with this Section 5.4. (b) In order to exercise the Put Right during the Put Exercise Period, the exercising Seller shall deliver to Buyer between January 1 and March 31 of the fiscal year in which the Put Right is being exercised, a written notice of such exercise to such address or facsimile number set forth on Exhibit A (it being understood that no exercise of the Put Right will be valid unless it is exercised in the period between January 1 and March 31). Provided such notice is delivered in accordance with this Section 5.4 to such Seller on or prior to 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Put Notice Date”) of the Put Right shall be the date of such delivery of such notice. The delivery of a put notice in accordance herewith shall constitute a binding obligation (a) on the part of Buyer to purchase, and (b) on the part of such Seller to sell, the Seller’s Option Shares subject to such notice in accordance with the terms of this Agreement. (c) The closing for the purchase and sale of the Seller Option Shares pursuant to this Section 5.4 shall take place at the offices of the Company on the first Business Day which is fifteen (15) days after the Put Notice Date (or such other date as the Buyer and applicable Seller may agree). At such closing, (i) If the Participant's employment with Buyer shall pay the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the Call/Put Price against delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Seller Option Shares and (ii) in the case applicable Seller shall deliver instruments of the purchase of Option Shares, (x) if such termination occurs prior assignment and other agreements and documents reasonably satisfactory to the date which is 18 months from Buyer effectively assigning the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Seller Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value such Seller, free and clear of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))all Claims. (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (ia) If At any time within the Participant's employment with ninety (90) day period immediately following the Company and Subsidiaries terminates due to expiration of each Call Right Period which results from a Triggering Event occurring on December 31 only, the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Transferring Member shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Sharesobligation, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option redeem all of the Shares held by the Transferring Member at one (1) or more closings (the “Put Right”), at a price determined in accordance with Section 11.8(b) below and on a date which is not more than ninety (90) days following the date on which notice of the Transferring Member’s exercise of the Put Right is provided to the Company (the “Put Right Notice Date”) unless otherwise mutually agreed upon by the parties to such redemption in writing (such redemption date, the “Put Right Redemption Date”). (b) The purchase price for Shares being redeemed by the Company pursuant to an exercise of the Put Right by the Transferring Member (the “Put Right Price”) shall be equal to the product of (i) the Profit/Loss Percentage with respect to the Shares being redeemed as of the Put Right Notice Date, times (ii) the Put-Call Value. (c) Effective as of the Put Right Notice Date, automatically and without any action by any Person, all Shares held by the Transferring Member shall become non-voting, the TriStone Manager shall be deemed to have resigned as a Manager, and ▇▇▇▇▇▇ shall be deemed to have resigned as an Officer of the Company. (d) The parties to any redemption of Shares pursuant to this Section 4(a11.8 shall close and settle on the Put Right Redemption Date at the offices of the Company’s legal counsel, unless otherwise mutually agreed upon by the parties to such redemption in writing. The Company shall on the Put Right Redemption Date pay the Put Right Price to the Transferring Member, at the Company’s sole option and in its sole discretion, in the form of (i) a promissory note executed by the Company in favor of the Transferring Member, bearing interest on the unpaid principal balance at an annual rate equal to Prime Rate as of the Put Right Redemption Date plus one percent (1%), providing for five (5) equal annual principal and interest installments and amortization over a term of five (5) years, subject to prepayment in whole or in part at any time or times without penalty, and subject to acceleration upon a Change of Control, (ii) [Class B units] of Allegiancy of equivalent value as of the Participant Put Right Redemption Date, (iii) cash, or (iv) any combination of the foregoing. The Transferring Member shall send one written notice on the Put Right Redemption Date deliver the certificates representing the Shares being redeemed to the Company setting forth properly endorsed in blank for transfer; provided, however, that if the intention Transferring Member fails to deliver such certificates on the Put Right Redemption Date, the Transferring Member shall for all purposes be deemed no longer to be a Member, and the Put Right Price that would have been paid shall be deposited in a bank or with an escrow agent for delivery to the Transferring Member upon such Transferring Member’s delivery of Participant and Permitted Transferees, if applicable, the certificates or a lost Shares affidavit in a form acceptable to collectively sell all Options and/or Option Shares the Company. (e) Upon the closing of a redemption pursuant to this Section 4(a) within 11.8, the period described aboveCompany and the Remaining Members shall use reasonable efforts and take all steps reasonably necessary or prudent to obtain a release of the Transferring Member from any personal guarantee made by the Transferring Member of any debt, which notice shall specify the number of Option Sharesloan, contract, agreement, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature obligation of the Participant and each Permitted Transferee desiring to sellCompany.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant At any time prior to the earlier of (x) a Public Offering or (y) a Sale third anniversary of the CompanyEffective Date, for the affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (Acollectively, the “Put 41 Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof right to sell (the “Put Option”) to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, Strategic REIT all (but not less than all) of the Option Shares then held by outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the Participant “Equity Interests”), on the terms and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal subject to the Fair Market Value provisions of this Section 9.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any loans or advances to any of such entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH Condominiums Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the Company or EH Hotel Holdings or EH Condominiums Holdings, and any repayment of loans or advances to such entities. (c) If the Put Holders elect to exercise the Put Option, the closing of the Put Option Share (measured shall be consummated as of soon as practical following the delivery of the notice referred Put Notice, but in any event after the Put Effective Date and prior to the date that is thirty (30) days following the Put Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Put Holders as to: (i) ownership, title, authority to sell and the like regarding the Equity Interests; (ii) the absence of any assets or liabilities of any kind in Section 4(a)(ii▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the limited liability company agreements of EH Condominiums Holdings and EH Hotel Holdings); (iii) the absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Company, EH Condominiums Holdings and EH Hotel Holdings); and (iv) the qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH Condominiums Holdings, EH Hotel Holdings or any of their respective Subsidiaries. 42 Strategic REIT shall be entitled to receive such other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (iid) If Strategic REIT shall pay the Participant desires Put Price by issuing and delivering to exercise his or her option the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to require the Company aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to repurchase Options and/or Option Shares be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the twenty (20) day volume-weighted average price of a share of Common Stock as of the date of the Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to Section 4(a)the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the Participant shall send one written notice rules of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the Company setting forth listing of the intention Common Stock. (f) Upon the date of Participant and Permitted Transfereesthe Put Notice all obligations, if applicableany, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to collectively sell all Options and/or Option Shares pursuant accrue, but liabilities and obligations accruing prior to Section 4(athe date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, (x) within the period described aboveServices Agreement shall terminate, which notice and (y) Monroe shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, cease to be sold a member of this Company and shall include the signature of the Participant and each Permitted Transferee desiring have no further obligations hereunder (but shall continue to sellhave its rights under this Section 9.06).

Put Right. (a) From and after the Closing, Xmark shall have the transferable right (the “Put Right”) at its option, exercisable as specified herein, to require Photogen to repurchase any or all of the Standstill Shares, the Accrued Interest Shares, the Default Shares, the Interest Shares, any Late Payment Shares (as defined below) and any Late Registration Shares (as defined below) (collectively, the “Redeemable Shares”) at a repurchase price of $1.00 per share (subject to adjustment in the event of any stock split, stock dividend, reverse stock split, recapitalization or reclassification of the Photogen Common Stock occurring on or after the date hereof). The Put Right shall expire on 5:00 p.m., New York time, on the second anniversary of the Closing Date (the “Expiration Date”). (b) Prior to the Expiration Date, the Put Right shall be fully exercisable at any time from and after the earlier to occur of (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death 13 month anniversary of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares Closing Date and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs completion by Photogen after the date which is 18 months from hereof of one or more institutional financings resulting in aggregate gross proceeds to Photogen of at least $20 million (the date earlier of this Agreementsuch dates, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)“Full Exercise Date”). (iic) If the Participant desires Closing occurs, prior to exercise his or her option to require the Company Full Exercise Date, the Put Right will be exercisable in four (4) equal quarterly installments commencing on the 90th day after the Closing Date (the “Initial Exercise Date”); provided, however, that Photogen shall not be obligated (i) to repurchase Options and/or Option more than an aggregate of one-quarter of the Redeemable Shares pursuant in any consecutive 90-day period, subject to Section 4(aadjustment as provided below (the “Quarterly Amount”), and (ii) have the Participant right not to comply with any Put Right (and accordingly not to repurchase the Shares covered by such Put Right) by notifying Xmark in writing (the “Shortfall Notice”) that Photogen, by action of its Board of Directors, has determined in good faith that the Financing Condition (as defined below) is not satisfied. Photogen shall send one written notice use its commercially reasonable efforts to cause the Company setting forth Financing Condition to be met as soon as practicable after the intention of Participant and Permitted Transfereesdate hereof. As used herein, if applicablethe term “Financing Condition” means that Photogen has sufficient cash, based on its current Board approved operating plan, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within satisfy its operating and working capital requirements for the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellimmediately succeeding 18-month period.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to Notwithstanding the provisions of Section 5 hereof to sell to 2.2 (other than --------- subparagraph (g) thereof) hereof: (a) If the employment of a Management Member by the Company and or any of its Subsidiaries is terminated by the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held without Cause or by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of OptionsManagement Member for Good Reason, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant Management Member shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option right to require the Company to repurchase Options and/or Option Shares purchase (the "Put Right") all but not less than all of the Class A Interests owned by such Management Member (and his Permitted Transferees) at the Investment Price for such Class A Interests. The Put Right shall be exercised by the Management Member by delivery of a written notice (the "Put Notice") to the Company no later than one hundred (100) days after termination of employment. (b) The closing of any purchase of Class A Interests by the Company pursuant to Section 4(a2.3(a) shall take place at the principal office of the Company no later than the 180th day after termination of employment. At such closing, the Company shall deliver to the Management Member consideration in an amount equal to the aggregate purchase price payable in respect of such Class A Interests subject to the Put Right against delivery of original certificates representing Interests and transfer documents duly endorsed in favor of the Company representing the Class A Interests purchased at such closing. The Company, at its option, may pay the consideration described in the preceding sentence in the form of a bank or certified check or wire transfer. (c) At any time after the first anniversary of the Effective Date as defined in the Operating Agreement, Marconi shall have the right to require the Company to redeem all or any portion of the PIK Preferred Interest then owned by Marconi for an amount equal to the Capital Contribution attributable to Marconi with respect to said PIK Preferred Interest, plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, which amount shall be payable to the issuer of the Senior Subordinated Notes due 2010 in consideration for the issuance to (or at the direction of) Marconi of such further Senior Subordinated Notes of an aggregate face amount equal to the amount payable to that issuer pursuant to this Section 2.3(d), provided however, that said right may be exercised by Marconi only if (i) the Participant Fixed Charge Coverage Ratio (as defined under and calculated as described in the Indenture in its form on the date hereof), for the Company's most recent four (4) fiscal quarters of which internal financial statements are available immediately preceding the relevant exchange date would have been at least 2.5 to 1.0 determined on a pro forma basis as if the Senior Subordinated Note to be issued had been issued at the beginning of said four (4) quarter period; and (ii) no Default or Event of Default has occurred and is continuing under (and as defined in) the Indenture. (d) On the occurrence of any Change of Control, as defined under the Indenture in the form it is on the date hereof, Marconi shall send one have the right (by giving two (2) days' written notice to the Company) to require the Company setting forth to redeem all of the intention PIK Preferred Interest for an amount equal to the Capital Contribution attributable to said PIK Preferred Interest, plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, payable to Marconi on the date specified in said notice in cash (denominated in Euros). (e) On the eleventh (11th) anniversary of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or Effective Date (as defined in the case of a sale of Options, Operating Agreement) the number of Option Shares underlying such Options, to be sold and Company shall include the signature redeem all of the Participant and each Permitted Transferee desiring PIK Preferred Interest for an amount equal to sellthe Capital Contribution attributable to said PIK Preferred Interest plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, payable to Marconi on that anniversary in cash (denominated in Euros).

Put Right. (ia) If the Participant's employment with Purchaser has not consummated its initial public offering of Common Stock on or before the Company and Subsidiaries terminates due to the Disability or death one (1) year anniversary of the Participant prior to date of this Agreement (the earlier "Anniversary Date"), each Holder of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Registrable Securities shall have the right, subject right (the "Put Right") to the provisions of Section 5 hereof to sell to require the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) Registrable Securities then held by such Holder at a price of $____ per share (the "Purchase Price"). The Purchase Price shall be adjusted appropriately to reflect changes in the number of Registrable Securities as a result of the anti-dilution provisions in the Merger Agreement, as well as for stock splits, dividends and other similar transactions with respect to the Registrable Securities. Any holder who desires to exercise his Put Right shall deliver to the Company within ten (10) business days after the Anniversary Date written notice of the exercise of such right and a statement certifying the number of Registrable Securities then owned by such Holder (the "Exercise Notice"). (b) Provided the Holder exercises his Put Right in accordance with Section 11(a) above, the Company shall set a date for purchase which date must be within sixty (60) days after the receipt by the Company of notice of exercise of the Put Right. On such purchase date, upon the receipt of documentation from the Holder reasonably satisfactory to the Company, including properly executed stock powers and written representations and warranties from such Holder regarding (1) Participantsuch Holder's Vested Portion ownership, free of all Options liens and encumbrances, of the Registrable Securities subject to the Put Right, (2) his capacity and authority to sell the number of Option Shares then held by the Participant Registrable Securities and such (3) other number of Option Shares or Vested Portions of Option Shares, representations and warranties substantially similar to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) those set forth in the case Article 6 of the purchase of OptionsMerger Agreement, as appropriate, the difference between Company shall pay to each Holder who exercises his Put Right the Fair Market Value of aggregate Purchase Price to which such Holder is entitled in exchange for such Holder's Registrable Securities. Such amount shall be payable, at the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale option of the Company, either in cash or in shares of common stock of The InterCept Group, Inc. ("InterCept"). In the event such payment is made by the Company in shares of InterCept, the number of shares of InterCept common stock to be delivered by the Company to each Holder shall equal (i) the aggregate Purchase Price attributable to the Registrable Securities held by the Holder divided by (ii) the average closing price of InterCept's common stock as reported on the Nasdaq National Market for all Option Shares issued 181 the five (5) consecutive trading days or more ending at the end of the second business day prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares)shares, the Participant shall have the right, subject rounded to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))nearest whole share amount. (iic) If In no event shall the Participant desires Put Right provided to the Holders pursuant to this Section 11 be exercisable if the exercise of such rights would adversely affect any transaction being contemplated by the Company that is intended to be accounted for as a pooling of interest at the time the Put Right becomes exercisable; provided, however, that any Put Rights so affected by a pooling ----------------- transaction shall become exercisable in accordance with this Section 11 upon the cessation of the restrictions imposed by such pooling transaction. The Company shall notify the Holders of such cessation of pooling restrictions and provide them no less than ten (10) business days to exercise his or her option the Put Right. (d) The Purchaser agrees to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice execute and deliver to the Company setting forth Holders all financing statements and other security documents necessary to perfect the intention Holders' security interest within a reasonable period of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within time after Closing of the period transactions contemplated in the Merger Agreement. Upon expiration of the Put Right described above, which notice shall specify the number Holders agree to execute and deliver to Purchaser such release documents and termination statements as necessary to terminate the security interests within a reasonable period of Option Shares, or time after Purchaser delivers a written request for such documents and agreements to the Holders. The security interests granted herein are intended to be prior in right to all other security interests in the case of a sale of Options, Assets except for (1) purchase money security interests granted or incurred in the number of Option Shares underlying such Options, to be sold and shall include the signature ordinary course of the Participant Company's business (2) the security interest granted to First Union pursuant to a Loan and each Permitted Transferee desiring Security Agreement dated April 28, 1998 between the Company, its subsidiaries and First Union, as amended, restated and modified, which security interest will at all times be superior to sellthe Holders' security interest notwithstanding the time or filing of any financing statement related thereto, and (3) Liens (as defined in the Merger Agreement) on the Assets as described in the Merger Agreement.

Put Right. (i) If the Participant's employment with the Company an Incomplete Co-Sale occurs and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 6 hereof apply, the relevant Participating Co-Sale Stockholder may require Transferring Stockholder to sell purchase from such Participating Co-Sale Stockholder, for cash or such other consideration as Transferring Stockholder received in the Incomplete Co-Sale, that number of shares of Equity (of the same class, series or type as transferred in the Incomplete Co-Sale, if such Participating Co-Sale Stockholder then owns Equity of such class, series or type, and otherwise of Common Stock) having a purchase price equal to the Company and the Company shall be required to aggregate purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and price such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) Participating Co-Sale Stockholder would have received in the case Closing of such Incomplete Co-Sale if such Participating Co-Sale Stockholder had exercised and been able to consummate such Stockholder’s Right of Co-Sale with respect thereto (the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the “Stockholder’s Put Right”). A Participating Co-Sale Stockholder may exercise such Stockholder’s Put Right by delivery of the written notice referred to in Section 4(a)(ii)Transferring Stockholder and Parent (a “Put Notice”) and the Exercise Price of such Option Shares and within ten (ii10) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date Participating Co-Sale Stockholder becomes aware of termination the Incomplete Co-Sale. The closing of employment such sale to Transferring Stockholder under such Stockholder’s Put Right will occur within ten (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 10) days after the date of issuance such Stockholder’s Put Notice. If a Participating Co-Sale Stockholder does not hold shares of such Option Shares)the same class, series or type as transferred in the Participant shall have the right, subject Incomplete Co-Sale and is entitled to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required require Transferring Stockholder to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then Common Stock held by the Participant and such other number Participating Co-Sale Stockholder, for the purpose of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify determining the number of Option Sharesshares of Common Stock that Transferring Stockholder is required to purchase, or the value of such Common Stock shall be equal to its fair market value as determined by the Board of Directors of Parent in good faith. If any party disputes a determination of the Board of Directors pursuant to this Section 6.2, the matter shall be resolved in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellmanner contemplated by Section 3.1(c).

Put Right. Within forty five (i45) If days after the Participant's employment with Merger is completed (the Company and Subsidiaries terminates due to the Disability or death “Put Exercise Period”), each of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Other Contributing Stockholders shall have the right, subject right and option (the “Put Option”) to the provisions of Section 5 hereof to sell to the Company and the Company shall be required require Chairman SPV to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than allall of the Parent Ordinary Shares owned by such Other Contributing Stockholder (the “Put Securities”) at a price of US$7.25 per Parent Ordinary Share (the “Put Price”). For the avoidance of doubt, the Put Option of an Other Contributing Stockholder shall automatically expire, and shall thereafter be of no further force or effect, if a Put Exercise Notice (as defined below) from such Other Contributing Stockholder and the payment instruction and other deliverables with respect to the release of the Escrow Fund (as defined below) contemplated by Section 5.1 of the Escrow Agreement are not deemed to have been duly given to Chairman SPV and the Escrow Agent, as applicable, at or before midnight (Beijing time) of the last day of the Put Exercise Period pursuant to the instructions set forth in Section 8.11 hereof and Section 10 of the Escrow Agreement, as applicable. Prior to the Merger Closing, Chairman SPV and the Other Contributing Stockholders shall engage a reputable escrow agent (the “Escrow Agent”) and set up one (1) Participant's Vested Portion or more escrow accounts with the Escrow Agent (the “Escrow Accounts”). As promptly as reasonably practicable following the Effective Time but not later than three (3) Business Days after Chairman SPV’s receipt of the required funds to complete the transactions contemplated by this Agreement from its financing source, Chairman SPV shall deposit an aggregate amount not less than US$8,000,000 (the “Escrow Fund”) into the Escrow Accounts. The release of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case part of the purchase of Options, Escrow Fund in connection with the difference between the Fair Market Value exercise of the Put Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant Other Contributing Stockholder shall have the right, be subject to the provisions terms and conditions of Section 5 hereofthe escrow agreement to be entered among Chairman SPV, to sell to the Company Other Contributing Stockholders and the Company shall be required to purchase Escrow Agent (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)“Escrow Agreement”). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sell

Put Right. (i) If At any time and from time to time on or after the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death seventh anniversary of the Participant prior to date hereof, but not after the earlier consummation of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Securityholder shall have the right, subject right to require the provisions of Section 5 hereof LLC to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, repurchase all (but not less than all) of the Option Shares then outstanding Securityholder Securities held by such holder at the Participant and such other number of Option Shares held Repurchase Price (as defined below) by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal giving written notice to the Fair Market Value LLC of such Option Share holder's exercise of this right (measured as of the delivery of the notice referred to in Section 4(a)(ii)"Exercise Notice"). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Within 10 days after receipt of an Exercise Notice, the Participant LLC shall send one give written notice (the "Repurchase Notice") to the Company each other Securityholder, setting forth the intention identity of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of OptionsSecurityholder tendering such Exercise Notice, the number of Option Shares underlying such Options, shares of Securityholder Securities to be sold repurchased from such Securityholder, and shall include the signature a reasonable approximation of the Participant fair market value of the LLC's assets and of each Permitted Transferee desiring Securityholder Security at the time of such Repurchase Notice. Each other Securityholder shall be entitled to selljoin in such repurchase and require the LLC to purchase all (but not less than all) of the Securityholder Securities held by such holder at the same closing, at the same price, and on the same terms as the Securityholder tendering the Exercise Notice by giving Exercise Notice within 20 days after the date of the Repurchase Notice. (iii) Promptly (but in any event within three business days after the end of this 20-day period), the LLC shall send each Securityholder written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). Upon the delivery of the Revised Repurchase Notice, the LLC, the holders of a majority of the Investor Securities to be repurchased (if any) and the holders of a majority of the Management Securities to be repurchased (if any) shall in good faith determine the Repurchase Price as provided hereunder, and (subject to the provisions hereof) within ten days after the determination of the Repurchase Price, the LLC shall purchase and such holders shall sell the number of Securityholder Securities specified in the Revised Repurchase Notice at a mutually agreeable time and place.

Put Right. (ia) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant At any time prior to the earlier of (x) a Public Offering or (y) a Sale third anniversary of the CompanyEffective Date, for the affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (Acollectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof right to sell (the “Put Option”) to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, Strategic REIT all (but not less than all) of the Option Shares then held by outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the Participant “Equity Interests”), on the terms and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal subject to the Fair Market Value provisions of this Section 9.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. 40 The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH DTRS Holdings, any loans or advances to any of such entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Hotel Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the Company or EH Hotel Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (c) If the Put Holders elect to exercise the Put Option, the closing of the Put Option Share (measured shall be consummated as of soon as practical following the delivery of the notice referred Put Notice, but in any event after the Put Effective Date and prior to the date that is thirty (30) days following the Put Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Put Holders as to: (i) ownership, title, authority to sell and the like regarding the Equity Interests; (ii) the absence of any assets or liabilities of any kind in Section 4(a)(ii▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the limited liability company agreements of EH DTRS Holdings and EH Hotel Holdings); (iii) the absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Company, EH DTRS Holdings and EH Hotel Holdings); and (iv) the qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH DTRS Holdings, EH Hotel Holdings or any of their respective Subsidiaries. Strategic REIT shall be entitled to receive such other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (iid) If Strategic REIT shall pay the Participant desires Put Price by issuing and delivering to exercise his or her option the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to require the Company aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to repurchase Options and/or Option Shares be equitably adjusted to 41 reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the twenty (20) day volume-weighted average price of a share of Common Stock as of the date of the Put Notice. (e) The parties acknowledge that the Common Stock will be listed pursuant to Section 4(a)the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the Participant shall send one written notice rules of the NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the Company setting forth listing of the intention Common Stock. (f) Upon the date of Participant and Permitted Transfereesthe Put Notice all obligations, if applicableany, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to collectively sell all Options and/or Option Shares pursuant accrue, but liabilities and obligations accruing prior to Section 4(athe date of the Put Notice shall remain outstanding and not be effected by delivery of the Put Notice or closing of the Put Option. Upon the Put Effective Date, (x) within the period described aboveServices Agreement shall terminate, which notice and (y) Monroe shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, cease to be sold a member of this Company and shall include the signature of the Participant and each Permitted Transferee desiring have no further obligations hereunder (but shall continue to sellhave its rights under this Section 9.06).

Put Right. Subject to the terms and conditions of this Agreement, Company shall have the right (the “Put Right”) to require Buyer to purchase (i) If a 100% ownership interest (the Participant's employment “T1 Interest”) in a newly formed limited liability company (“Target One”) wholly owned by Price Legacy Corporation (“Price Legacy”) from Price Legacy, and (ii) a 100% ownership interest (the “T2 Interest”) in a newly formed limited liability company (“Target Two”) wholly owned by Excel Legacy Holdings, Inc. (“TRS”), a wholly owned subsidiary of Price Legacy, from TRS, in each case immediately following the closing of the merger of a subsidiary of Company with and into Price Legacy (the “Merger”). Company may only exercise the Put Right with respect to both the T1 Interest and Subsidiaries terminates due the T2 Interest, and not with respect to the Disability T1 Interest or death the T2 Interest alone. Company may exercise the Put Right by delivering a written notice of exercise to Buyer no earlier than September 12, 2004 and no later than September 30, 2004. The closing of the Participant put transaction (the “Closing”) shall occur, if at all, immediately following the closing of the Merger (it being understood that the closing of the Merger and the Closing, if it occurs, shall occur at one concurrent closing). “Buyer” for purposes of this Agreement shall mean Price Group LLC or any other person(s) designated by Price Group LLC, so long as (i) Price Group LLC guarantees the obligations of such designee(s) under this agreement pursuant to a guaranty agreement reasonably satisfactory to the parties, and (ii) such designee becoming a party to or consummating this Agreement does not (a) violate any laws applicable to Company or Price Legacy, or (b) cause any adverse tax consequences to Company or Price Legacy. At the Closing, Company shall cause (i) Price Legacy to deliver to Buyer a duly executed and enforceable assignment and assumption of the T1 Interest (the “T1 Assignment”) and (ii) TRS to deliver to Buyer a duly executed and enforceable assignment and assumption of the T2 Interest (the “T2 Assignment”), and Buyer shall, in exchange, deliver (x) to Price Legacy an amount of cash (the “T1 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration (as such term is defined in the Merger Agreement)) (such shares, the “T1 Share Component”) equal to $ , and (y) to TRS an amount of cash (the “T2 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration) (such shares, the “T2 Share Component”) equal to $ [the total of such amounts being equal to the number of outstanding shares of Price Legacy common stock immediately prior to the earlier of (x) a Public Offering or (y) a Sale effective time of the CompanyMerger, for (A) including the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company T1 Share Component and the Company T2 Share Component, if any, x $4.00 per share; such amounts shall be required filled in upon signing, to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) be adjusted for any change in the number of Option Shares then held outstanding shares at Closing], as adjusted to reflect the proration adjustment provided for in Section 4 (the purchase price for the T1 Interest, as so adjusted, being referred to as the “T1 Purchase Price” and the purchase price for the T2 Interest, as so adjusted, being referred to as the “T2 Purchase Price”). In lieu of the delivery at the Closing by Buyer to Price Legacy of the Participant T1 Purchase Price and the delivery at the Closing by Buyer to TRS of the T2 Purchase Price, Company may instead instruct Buyer in writing (at least four days in advance of the Closing) to, and upon such other number instruction Buyer shall, deliver to the Exchange Agent (as such term is defined in the Merger Agreement) the T1 Cash Component and T2 Cash Component, if any, and deliver to Price Legacy and TRS the T1 Share Component and T2 Share Component, respectively, if any, with each such delivery taking place immediately before the closing of Option Shares or Vested Portions of Option Sharesthe Merger, to the extent transferable, be held in escrow by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case each of the purchase of OptionsExchange Agent and Price Legacy and TRS, as applicable, pending the difference between the Fair Market Value of the Option Share underlying the Option (measured as of Closing and the delivery of the notice referred T1 Assignment and T2 Assignment to Buyer. At least five days in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case advance of the purchase of Option SharesClosing, (x) if such termination occurs prior Buyer shall notify Company as to the date which is 18 months from the date number of this Agreementshares of Price Legacy common stock, the greater if any, it intends to deliver as part of the Fair Market Value T1 Purchase Price and T2 Purchase Price at the Closing, and Company shall provide to Buyer in writing its wire transfer instructions for the cash portion, if any, of such Option Share (measured the T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the delivery Closing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by the aggregate amount of the notice referred to in Section 4(a)(ii)) and the Cost product of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)). (ii) If the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a), the Participant shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify $4.00 times the number of Option Sharesadditional shares of Price Legacy Common Stock issued between the date hereof and the Closing, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellif any.

Put Right. (ia) If Upon the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death occurrence of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyPut Event, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Officer shall have the rightoption (the "Put Option"), subject to exercisable at any time before the provisions of Section 5 hereof 90th day after the Put Event, to sell to the Company and all or part (in each case, subject to Section 2(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 2(d); provided, however, that if Officer fails to exercise such Put Option (other than with respect to a Put Event described in clause (iii) of the definition of Put Event) or exercises such Put Option for less than all of his Continuing Company Shares, Officer shall not have the right to require the Company to purchase any shares upon the occurrence of any future Put Event. If Officer exercises the Put Option within the specified period by giving notice (the "Put Notice") to the Company of his or her election to do so (the date such notice is given is the "Put Date"), the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the rightbut, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof2(e), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Continuing Company Shares then held specified by Officer in the Put Notice (which may include Continuing Company Shares owned by Officer as of the Put Date and/or Continuing Company Shares to be acquired by the Participant Officer pursuant to option exercises after the Put Date but on or before the Put Closing), such purchase to be effected in the manner, upon the terms and for the consideration set forth hereafter. In the event of Officer's death, Officer's heirs or beneficiaries shall have the right to exercise the Put Option described above. (b) The consummation of any purchase required under this Section 2 shall be held at a "Put Closing", and the time and date upon which the Put Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at the principal office of the Company on the date designated by Officer in the Put Notice or on such other number of Option Shares held date as shall be mutually agreed upon in writing by the Participant's Permitted Transferees as Company and Officer; provided, however, that the Participant may request at Put Closing Date shall not be more than 30 days (or a price per Option Share equal to the Fair Market Value period of such Option Share (measured additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the notice referred Put Notice. In addition to in Section 4(a)(ii)providing the Put Closing Date, the Put Notice shall set forth the number of shares to be purchased by the Company and the Purchase Price (as defined below). (iic) If At the Participant desires to exercise his or her option to require the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)Put Closing, the Participant Officer shall send one written notice present to the Company setting forth all share certificates or option agreements for Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of any encumbrances. At the intention Put Closing, the Company, upon receipt of Participant and Permitted Transfereesa conforming tender from Officer, if applicable, shall tender full payment of the Purchase Price in immediately available funds by confirmed wire transfer to collectively sell a bank account to be designated by Officer (such designation to occur no later than the second business day prior to the Put Closing Date). (d) The total purchase price (the "Purchase Price") for all Options and/or Option Shares the shares of Common Stock to be purchased pursuant to this Section 4(a) within the period described above, which notice 2 shall specify be equal to the number of Option Sharesshares of Continuing Company Shares held by, or in issuable to, Officer which are subject to the case of a sale of OptionsPut Closing multiplied by the Price Per Share. The "Price Per Share" shall be equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, the number of Option Shares underlying such Options, to be sold and shall include the signature each determined as of the Participant and each Permitted Transferee desiring to sellPut Date.

Put Right. (a) In the event of (i) If the Participant's employment with election of the Company holder on and Subsidiaries terminates due to after November 10, 2006, (ii) the Disability or death of an Actual Taxpayer (as defined in the Participant prior Tax Protection Agreement) holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, or (iii) a Tax Triggering Event (as defined below) with respect to an Actual Taxpayer holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, then in any such event such holder of such 7.50% Cumulative Redeemable Preferred Units or such holder's estate or personal representative, as the earlier of case may be, may require the Operating Partnership to repurchase such 7.50% Cumulative Redeemable Preferred Units, in accordance with Section 6(b) below, at the Liquidation Preference, plus accrued and unpaid distributions thereon, if any, to and including the repurchase date (the "Repurchase Price"). As used in this Section 6(a), "Tax Triggering Event" means, with respect to any Actual Taxpayer holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, any transaction by the Operating Partnership (x) involving a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share Contributed Property and (y) if such termination occurs after constituting a Taxable Sale. The terms Contributed Property and Taxable Sale shall have the date meanings specified in the Tax Protection Agreement. (b) The Repurchase Price (other than the portion thereof consisting of accrued and unpaid distributions, which shall be payable in cash) is 18 months from payable, at the option of the Operating Partnership, in any combination of (i) cash, or (ii) whole Shares valued at the Current Per Share Market Price as of the date of this Agreementclosing the repurchase; provided, however, that any such Shares shall be covered by an effective registration statement under the Fair Market Value Securities Act, permitting the resale without restriction of such Option ShareShares in the public trading market. If the Participant's employment with the Company and Subsidiaries terminates due Operating Partnership intends to Retirement pay a portion of the Participant prior to (x) a Public Offering or (y) a Sale Repurchase Price in Shares, the Operating Partnership shall give the affected holders of the Company7.50% Cumulative Redeemable Preferred Units written notice specifying the maximum portion of the Repurchase Price to be paid in Shares ("Repurchase Payment Notice") within twenty (20) business days after the exercise of the rights described in Section 6(a). Any affected holder of the 7.50% Cumulative Redeemable Units may within fifteen (15) business days of the receipt of the Repurchase Payment Notice, for all Option require the Operating Partnership to pay in cash a greater portion of the Repurchase Price than proposed to be paid in cash by the Operating Partnership, up to the entire Repurchase Price. The sending of a Repurchase Payment Notice shall not be deemed to require the Operating Partnership to pay any portion of the Repurchase Price in Shares issued 181 days or more prior to and the Operating Partnership may pay any portion of the Repurchase Price in cash on the date of termination of employment the closing of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))repurchase. (iic) If the Participant desires to exercise his or her option to require the Company to The closing of any repurchase Options and/or Option Shares pursuant to contemplated by this Section 4(a), the Participant 6 shall send one written notice to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(aoccur within ninety (90) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature days of the Participant and each Permitted Transferee desiring to sellexercise of the right described in Section 6(a) above.

Put Right. (i) If At any time and from time to time commencing on the Participant's employment with date hereof and ending on the Company and Subsidiaries terminates due to the Disability or death fifth anniversary of the Participant prior to date hereof, the earlier Holdings Stockholders, and each of (x) a Public Offering or (y) a Sale of the Companythem, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the rightright (a "Put Right"), individually or together, to sell to CCC, in one or more transactions, in whole or in part, any or all of the outstanding Company Shares then owned by such Holdings Stockholders (the "Put Option Shares"), subject to the notice provisions of set forth in Section 5 hereof to sell to the Company 3(a)(ii) hereof, and the Company CCC shall be required obligated to purchase (subject to a "Put Obligation") from such Holdings Stockholders the provisions Put Option Shares; provided, however, that the Holding Stockholders may only exercise the Put Right on three occasions. The price per share of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Put Option Shares then held by shall equal the Participant and such other number of Option Shares or Vested Portions of Option Shares, to Transfer Price on the extent transferable, held by the Participant's Permitted Transferees Put Date (as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)defined below). (ii) If the Participant desires In order to exercise his or her option the rights granted to require the Company to repurchase Options and/or Option Shares them pursuant to Section 4(a3(a)(i) hereof, the Holdings Stockholder or Holdings Stockholders who desire to exercise such rights (by action in accordance with Section 8 hereof) shall notify CCC in writing (a "Put Notice") of the exercise of their rights hereunder not less than ten (10) nor more than twenty (20) days prior to the date fixed for such purchase. Such Put Notice shall state the following: (A) the purchase date (the "Put Date"); and (B) the number of outstanding Company Shares held by such Holdings Stockholder or Holdings Stockholders to be sold to CCC. (iii) In the event that as of any Put Date, CCC shall not fully satisfy its Put Obligation on such Put Date, interest will accrue from the date of default until the date that such Put Obligation and any accrued interest thereon is satisfied in full, at the rate of 10% per annum (to the extent permitted by law), compounded daily, on an amount equal to the Participant shall send one written notice aggregate Transfer Price to be paid on the Put Date with respect to the Company setting forth the intention of Participant and Permitted Transferees, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and purchased. Such interest will be payable in cash. All amounts paid by CCC with respect to any outstanding Put Obligation shall include the signature of the Participant and each Permitted Transferee desiring be applied first to sellany accrued but unpaid interest thereon.

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) If an Adverse Recovery Event occurs with respect to such Investor Shareholder, (ii) a Major Decision is approved by the Participant's employment Board but at least one Investor Nominee of such Investor Shareholder votes against such Major Decision, (iii) such Investor Shareholder has the right to require DPL to purchase all of the Shares held by such Investor Shareholder pursuant to the terms of Section 10.4(c)(vi) of the Purchase Agreement or (iv) such Investor Shareholder or any of its Affiliates exercises a put right with respect to any other equity interest in the Company or Newco Beneficially Owned by such Investor Shareholder or any of its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and Subsidiaries terminates due the occurrence of such Adverse Recovery Event, the approval of such Major Decision, the event giving rise to the Disability or death such right under Section 10.4(c)(vi) of the Participant prior to Purchase Agreement or the earlier exercise of such put right shall constitute a “Put Triggering Event.” (xb) If a Public Offering or (y) Put Triggering Event occurs, a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option SharesPut Right Shareholder may, within 120 thirty (30) days of such Put Triggering Event, provide written notice to DPL that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after such termination delivery of employment the Participant a Put Triggering Event Notice, each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice to DPL and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to the provisions conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of Section 5 hereof to sell to the Company and Put Shares, the Company “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case DPL (or, at DPL’s election, its Affiliate or a Third Party) will be required to purchase (the Put Shares in the Put Sale, in accordance with and subject to the provisions of conditions and limitations set forth in this Section 5 hereof2.15. (d) Subject to Section 2.15(h), on one occasion from a Put Exercise Notice shall obligate DPL (or, at DPL’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Put Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, for a purchase price equal to the extent transferablefair market value of the Put Shares as of immediately prior to the Put Triggering Event, held by without taking into account the Participant's Permitted Transferees Put Triggering Event (or, in the event of a Put Triggering Event arising under Section 2.15(a)(iii), without taking into account the Put Triggering Event or any losses or damages resulting therefrom or caused thereby) and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the Participant may request at a price per Option or Option Share equal to “Put Price”), that is determined as between DPL, on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, a Qualified Valuation Arbiter shall be selected jointly by DPL and the Put Right Shareholder to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company, except as provided in Section 2.15(g) and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d). If DPL and the Put Right Shareholder are unable to agree on a mutually acceptable Qualified Valuation Arbiter within such twenty-five (25)-day period, then each of DPL and the Put Right Shareholder shall select a Qualified Valuation Arbiter (the costs and expenses of which shall be borne by the Shareholder selecting such Qualified Valuation Arbiter). DPL and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date (in the case of the purchase of Options, the difference between the Fair Market Value a mutually selected Valuation Arbiter) or within five (5) days of the Option Share underlying selection of each Qualified Valuation Arbiter, separately submit to the Option (measured Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, on a confidential basis and on the basis of the delivery of the notice referred to in Section 4(a)(ii)) assumptions agreed between DPL and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment Put Right Shareholder that are consistent with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of this Section 5 hereof2.15, to sell to the Company and the Company shall be required to purchase (subject to the provisions price which each of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant DPL and such other number of Option Shares held by Put Right Shareholder believes should constitute the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii))Put Price. (ii) If the Participant desires lower of the two prices submitted by DPL and the Put Right Shareholder to exercise his the Valuation Arbiter or her option to require each Qualified Valuation Arbiter, as applicable, is no more than ten percent (10%) lower than the Company to repurchase Options and/or Option Shares pursuant to Section 4(a)greater price, then the Participant Put Price shall send one be the average of the two prices. The Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company setting Company, DPL and the Put Right Shareholder as promptly as reasonably practicable following its receipt of DPL’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the intention price proposed by each of Participant DPL and Permitted Transfereesthe Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a(x) within the period described above, which notice shall specify the number of Option Shares, or in the case of a mutually selected Valuation Arbiter, the Valuation Arbiter and (y) in the case of the individually selected Qualified Valuation Arbiters, such Qualified Valuation Arbiters shall mutually select a third Qualified Valuation Arbiter and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d) and shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of Optionswhom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between DPL and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by DPL or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, DPL and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, DPL and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on DPL and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), DPL shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that DPL has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and DPL and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, DPL and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to DPL prior to such closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the Put Shares, DPL shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of Option days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to DPL and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and DPL shall no longer be obligated to purchase, or arrange for the purchase of, the Put Shares underlying or pay any Daily Ticking Fee to such Options, Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be sold and shall include responsible for the signature payment of one-half of the Participant costs and each Permitted Transferee desiring expenses of the Valuation Arbiter related to sellany Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 2.15(h).

Put Right. (ia) If Subject to Section 3.5(d), if the Participant's employment with the Company Second Closing does not occur by March 30, 2018, from and Subsidiaries terminates due to the Disability or death after such date, each of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant Sellers shall have the right, subject right to the provisions of Section 5 hereof elect to sell to the Company Buyer, and the Company Buyer shall be required to purchase (subject to the provisions of Section 5 hereof)buy, on one occasion from the Participant and his Permitted Transfereesall, if applicable, all (but not less than all, of the Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the Pledge Agreements) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request Seller at a price per Option or Option Share equal to (i) in what the case Second Closing Purchase Price would have been, had the Second Closing occurred on March 30, 2018, plus an amount equal to the sum of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if the Unpaid Distributions with respect to such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share Seller and (y) if such termination occurs after the date which is 18 months from excess of (A) the date Second Closing Adjustment Amount (determined by substituting “Put Right Closing Date” for “Second Closing Date” in the definition of this Agreement, Second Closing Adjustment Amount in Section 3.2(c)) over (B) the Fair Market Value amount of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement distributions made under Section 4.2 of the Participant prior NewCo Limited Liability Company Agreement to (xsuch Seller in respect of allocations or anticipated allocations in Tax periods beginning on or after January 1, 2018 which were not applied to reduce the amount of any distribution provided for in Section 4.1(a) a Public Offering or (y4.1(b) a Sale of the Company, for all Option Shares issued 181 days or more prior Newco Limited Liability Company Agreement. (b) Subject to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option SharesSection 3.5(d), the Participant shall have the right, subject to the provisions of Section 5 hereof, if either Seller desires to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of such Seller’s Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the Pledge Agreements) pursuant to this Section 3.5, such Seller shall deliver to Buyer a written notice (the “Sale Notice”) specifying the number of Second Closing Membership Interests to be sold (the “Offered Seller Units”) by such Seller. By delivering the Sale Notice, such Seller represents and warrants to Buyer that (x) such Seller has full right, title and interest in and to such Offered Seller Units, (y) such Seller has all the necessary power and authority and has taken all necessary action to sell such Offered Seller Units as contemplated by this Section 3.5, and (z) such Offered Seller Units are free and clear of any and all Liens. The closing of any sale of Offered Seller Units pursuant to this Section 3.5 shall take place no later than 45 days following receipt by Buyer of the Option Shares then held by Sale Notice. Buyer shall give such Seller at least ten days’ written notice of the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value date of such Option Share closing (measured as of the delivery of the notice referred to in Section 4(a)(ii)“Put Right Closing Date”). (iic) If Buyer shall pay the Participant desires to exercise his or her option to require purchase price for the Company to repurchase Options and/or Option Shares Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to Section 4(athe Pledge Agreements), as set forth in Section 3.2 and Section 3.5(a). At the Participant closing of any sale and purchase pursuant to this Section 3.5, the offering Seller shall send one written notice deliver to Buyer a certificate or certificates (if any) representing the Offered Seller Units, accompanied by evidence of transfer. (d) Notwithstanding the foregoing, if the failure of the Second Closing to occur by March 30, 2018 is due solely as a result of the failure of the conditions in Section 9.2(a)(i)(A) and/or (B) to be satisfied, then neither Seller shall have the right to deliver a Sale Notice pursuant to this Section 3.5 unless and until such conditions have been satisfied. (e) Notwithstanding anything to the Company setting forth contrary contained herein, the intention of Participant parties acknowledge and Permitted Transferees, agree that if applicable, to collectively sell all Options and/or Option Shares Sellers exercise their rights pursuant to this Section 4(a) within the period described above3.5, which notice such exercise shall specify the number have no effect on Buyer’s or Parent’s right to seek indemnification or make any claim arising out of Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall include the signature of the Participant and each Permitted Transferee desiring to sellthis Agreement.

Put Right. (a) During the 60-day period ending on the Put Date, each Trust and each Qualified Holder of Series C Voting Preferred Stock will have the right to put such holder’s Series C Voting Preferred Stock to Wings, in which event Wings will be required to elect either (i) If the Participant's employment with the Company and Subsidiaries terminates due to repurchase for either cash equal to the Disability Put Price or death shares of the Participant prior Class A Voting Common Stock having a Trading Price per share equal to the earlier Put Price, each of such holder’s shares of Series C Voting Preferred Stock at the Put Price, or (ii) to permit each such holder to elect either (A) to receive the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible, plus the Excess Amount multiplied by the number of such holder’s shares of Series C Voting Preferred Stock which are so converted, or (B) to have a number of shares of Class A Voting Common Stock equal to the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible sold on such holder’s behalf by the Sales Agent or pursuant to an underwritten public offering, as the case may be as specified in Section 1.9, and to receive a cash amount equal to (x) a Public the Offering or Price per share of Class A Voting Common Stock sold plus (y) the Excess Amount multiplied by the number of such holder’s shares of Series C Preferred Stock which have been so converted. Wings will be required to make the election between (i) and (ii) above on or before the Put Election Date, to issue a Sale public announcement of its election no later than the Put Election Date and, if it has elected (ii) above, to deliver promptly to the holders of Series C Voting Preferred Stock an election form for them to select either (ii)(A) or (ii)(B) above (in whole or in part) with respect to their shares of Series C Voting Preferred Stock. Such election form will be returnable to the Plan Trustees by the Put Date. (b) Payment by Wings to the holders of Series C Voting Preferred Stock of any cash due to them in respect of their exercise of the CompanyPut Right will be made on the Put Payment Date. If Wings elects to issue new shares of Class A Voting Common Stock to such holders pursuant to Section 3.5(a)(i), promptly following such election, but not later than the Put Date, Wings will commence efforts to register such new shares under the Securities Act of 1933 (the “1933 Act”) and will use its best efforts to cause such registration to become effective as soon as practicable thereafter. Delivery of such shares to the holders of Series C Voting Preferred Stock will be made seven days after the effective date of such registration or, if later and the Class A Voting Common Stock is not then Publicly Traded, seven days after delivery to Wings of the investment banker’s valuation of the Class A Voting Common Stock in accordance with the last two sentences of Section 1.21. Shares of Series C Voting Preferred Stock with respect to which the Put Right is exercised will cease to be outstanding for any purpose and will be retired upon satisfaction of such Put Right. (c) Any decision by the board of directors of Wings either (i) not to repurchase all of the Series C Voting Preferred Stock with respect to which holders have exercised the Put Right either (A) the Vested Portion of all Options and with cash pursuant to Section 3.5(a)(i) or (B) pursuant to the procedures set forth in Section 3.5(a)(ii), but instead to repurchase such Series C Voting Preferred Stock with shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i), or (ii) not to repurchase any of the Series C Voting Preferred Stock in accordance with the requirements of Section 3.5(a), may only be made if a majority of the Series C Directors consent to such decision. (d) If on the Put Date Wings’ board of directors decides not to repurchase all Option Sharesof the Series C Voting Preferred Stock with respect to which the Put Right has been exercised either (i) for cash or for shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i) or (ii) pursuant to the procedures set forth in Section 3.5(a)(ii), within 120 days after then on such termination date and at the end of employment the Participant each succeeding calendar quarter until all of such Series C Voting Preferred Stock shall have been repurchased (collectively, “Partial Repurchase Dates”), the rightboard of directors of Wings will use all Available Cash on each such date to repurchase a portion of the Series C Voting Preferred Stock entirely for cash (a “Partial Repurchase”) in accordance with Section 3.5(a)(i), subject but only if and to the provisions extent that Wings is not prohibited from making such repurchase under Delaware law or any loan agreement or other instrument to which it is a party or is subject. Any such partial repurchase will be made pro rata from among each Trust and Separate Arrangement and will be made from holders of Section 5 hereof the Series C Voting Preferred Stock within each Trust and Separate Arrangement in a manner to sell be selected by the Unions and set forth in the certificate of designation for the Series C Voting Preferred Stock. Any decision by the board of directors of Wings on any Partial Repurchase Date not to use all Available Cash to effect a Partial Repurchase may only be made if a majority of the Series C Directors consent to such decision. (e) In the event that Wings fails to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right is exercisable pursuant to the Company terms of Sections 3.5(a) and 3.5(b), (i) effective as of the Company shall be required Put Date each outstanding share of Series C Voting Preferred Stock will start to purchase (subject accrue a quarterly dividend at a rate equal to the provisions greater of (A) 12% per annum or (B) the highest dividend rate payable on any then outstanding series or class of Wings preferred stock in the event of a default by Wings in the redemption or payment of dividends on such series or class of preferred stock, until such shares are repurchased in accordance with Section 5 hereof3.5(a) or 3.5(d), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2ii) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, Series C Directors will be increased to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of (A) three more than the Fair Market Value number of Series C Directors then serving on Wings’ board of directors (in which case one of such Option Share (measured as additional directors will be nominated by each of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this AgreementIAM, the Fair Market Value of such Option Share. If the Participant's employment with the Company IBT and Subsidiaries terminates due to Retirement of the Participant prior to (xALPA) a Public Offering or (yB) a Sale the number of directors that would cause the Company, for all Option Shares issued 181 days or more prior proportion of Series C Directors to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other total number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share directors to be equal to the Fair Market Value proportion of the total voting power of all shares of Series C Voting Preferred Stock then outstanding to the total voting power of all shares of all voting capital stock of Wings then outstanding (in which case one of such Option Share (measured as additional directors will be nominated by each of the delivery IAM, the IBT and ALPA and the remainder will be nominated by the majority vote of the notice referred to Series C Directors then in Section 4(a)(ii)office). (iif) If In the Participant desires to exercise his or her option to require event that, in connection with the Company to repurchase Options and/or Option Shares of Series C Voting Preferred Stock pursuant to Section 4(a3.5(a)(i), the Participant shall send one written notice Wings issues additional shares of Class A Voting Common Stock to the Company setting forth the intention exchanging holders of Participant and Permitted TransfereesSeries C Voting Preferred Stock and, if applicable, to collectively sell all Options and/or Option Shares pursuant to Section 4(a) within the period described above, which notice shall specify the number of Option Shares, or in the case of a sale of Optionsfollowing such issuance, the number of Option Shares underlying shares of Class A Voting Common Stock held by Qualified Holders of Employee Stock after such Options, to be sold and shall include the signature repurchase is greater than 50% of the Participant number of shares of voting capital stock of Wings then outstanding, the terms of all sitting members of the Wings board of directors, other than the Series C Directors, will thereupon terminate and each Permitted Transferee desiring the Series C Directors will appoint the successors of such directors. (g) The Put Right may only be exercised by the holders of Series C Voting Preferred Stock. The Put Right will therefore expire as to sellany shares of Series C Voting Preferred Stock upon their conversion into shares of common stock prior to exercise of the Put Right.