Common use of Put Right Clause in Contracts

Put Right. 5.1. If the 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If a Transferring Holder Transfers any Shares in contravention of the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company nonCo-renewal of Sale Right under this Agreement in accordance with Section 1 hereof; provided(a “Prohibited Transfer”), thator 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 Executive has continued employment Proposed Transferee is unwilling to purchase any securities from the end Co-Sale Participant, such Co-Sale Participant may, by delivery of the Term and resigns written notice to such Transferring Holder (a “Put Notice”) within ten (10) days following after the end later of (i) the closing of the Term)) or due sale to the Executive’s Disability, Proposed Transferee and (ii) by the Executive 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 Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for Good Reason any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall be of the same class or 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) due The closing of such sale to the ExecutiveTransferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s deathPut Notice to such Transferring Holder. At such closing, the Executive Co-Sale Participant shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal deliver to the Fair Market Value at Transferring Holder the time of delivery of a Redemption Notice (as defined below). 5.2. If certificate or certificates representing the Executive intends Put Shares to exercise his rights pursuant be sold, each certificate to Section 5.1be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the Executive shall have a period of two hundred aggregate purchase price therefor, and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”reimbursable fees and expenses, as specified in Section 3.4(g)(i). The completion of the 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) Upon the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include occurrence of a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatPut Event, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive KO Shareholders shall have the right (a “Put Right”) to sell require the Majority Shareholders to Parent all purchase all, but not less than all, of the shares of Rollover Stock Andina stock owned by them (except as defined belowprovided in the next sentence) then held by at the Executive at Put Price (calculated on a per share price equal to the Fair Market Value at the time basis) as determined in Section 5.1(b). For purposes of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to this Section 5.1, the Executive Shareholders agree that the shares of Andina stock subject to the Put Right shall have a period include only the Shares currently owned by the KO Shareholders and any additional shares of two hundred and ten (210) days following such termination Andina capital stock acquired by the KO Shareholders through the exercise of the Executive’s employment to send their preemptive rights. The KO Shareholders shall give written notice to Parent the Majority Shareholders of his their intention to exercise his rights 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 5.15.1(b). (b) Upon the occurrence of a Put Event, which notice at the request of the KO Shareholders, the parties shall indicate cause the amount of Rollover Stock Put Price to be sold determined as follows: (i) If the “Redemption Notice”). The completion of shares to be purchased by the purchases Majority Shareholders pursuant to the foregoing Put Right are shares of Series A Stock, the Put Price for such shares shall take place at the principal office of Parent be mutually agreed upon by the latest of (A) KO Shareholders and the two hundred Majority Shareholders or, if the KO Shareholders and tenth (210th) day following the Executive’s termination of employment, (B) Majority Shareholders are unable to agree within thirty days after the tenth (10th) day following request by the KO Shareholders for the determination of Fair Market Value as provided the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in Annex A the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their 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 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 soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the Stockholders’ Agreement (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 defined below) described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or (C) parties, the 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 (30) days following the Executive’s delivery selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a Redemption Noticeholder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall 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 consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that the deadline for payment by the Company pursuant to this Section 5 may such written consent shall not 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 deemed to be purchased hereunder. All references a waiver of their Put Right for purposes of any other transaction which might be deemed to the Parent in this Section 5 shall refer to such designee as the context requiresconstitute a Put Event. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If In the Executive’s employment with event of an Illiquid Exit Transaction, notwithstanding the Company is terminated foregoing and the provisions of Section 4(b) above, at the signed written request of the Holder, before the consummation of such Illiquid Exit Transaction to the Company, or, after the consummation of such Illiquid Exit Transaction to the Successor Entity or to the Parent Entity of the Successor Entity (i) by as the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatcase may be, the Executive has continued employment to “IET Buyer”), that the end of the Term and resigns within ten (10Warrant be purchased under this Section 4(b) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Put Notice”). The completion of the purchases pursuant , such Put Notice 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) be delivered 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 not in the sole discretion of the BoardHolder 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 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 occur of (i) the public disclosure or notice to the Holder from the Company of any Illiquid Exit Transaction or (ii) the Holder first becoming aware of any Illiquid Exit Transaction, and 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, at its own election or the written election of the Holder, the Put Purchaser shall use commercially reasonable efforts to engage, at the expense of 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 Put Notice if the Executive has failed Holder and the Put Purchaser have not agreed upon the Put Price within three (3) Business Days, the Appraiser to comply with Section 5.3determine the Appraised Value. The price“Put Closing Date” shall occur only if such Illiquid Exit Transaction is consummated, and shall occur on the date of the consummation of such Illiquid Exit Transaction or, if anythe Put Notice is received after the consummation of such Illiquid Exit Transaction, payable as described shall occur on a date selected by the IET Buyer within thirty (30) days of receipt of the Put Notice by the IET Buyer; provided that if the Put Price has not been determined before the Put Closing Date, the Put Closing Date shall be on a date that is selected by the IET Buyer that is within three (3) Business Days of such determination of the Put Price. Promptly after the delivery of the 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 Section 5 shall definition, be paid by delivery an amount equal 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 “Net Number” (as defined in Section 1(e)) multiplied by the Stockholders’ Agreementnumber “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 Management Stockholders thereto Put Purchaser, solely on the basis of the submissions of the Holder and the Put Purchaser (the “Stockholders’ AgreementAppraisal 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 information from a source other than the submissions of the Appraisal Parties as the Appraiser deems appropriate to expeditiously complete its determination, and (z) in the 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 term “Rollover Stock” Put Purchaser and the Holder shall mean make their submissions within ten (i10) Common Stock (as defined Business Days of the engagement of the Appraiser, but the Appraiser shall, in its sole discretion be permitted to consider late submissions to the Stockholders’ Agreement) acquired extent the Appraiser determines that the late submission was delayed for good reason and the late submission would materially affect its determination. In the event that there is a dispute regarding any matter that has been agreed to be resolved pursuant to exercise Section 13, the Put Purchaser shall instruct the Appraiser to delay commencement of an Option 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 (ii) a share of Common Stock, in each case contributed 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 Contribution Agreementconsummation 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 Holder shall surrender the original of this Warrant to the Put Purchaser for cancellation or deliver a Lost Warrant Affidavit within three (3) Business Days after such payment.

Put Right. 5.1. If At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the Executive’s employment with the Company is terminated (i“Put Partner”) 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the shares of Rollover Stock redemption (as defined belowthe “Requested Redemption Date”) then held by the Executive at a per share price equal and be delivered to the Fair Market Value General Partner at least 60 calendar days in advance of the time Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of delivery of a Redemption Notice (as defined below). 5.2the General Partner. If the Executive intends to exercise his rights pursuant to Section 5.1General Partner determines that sufficient funds are available, the Executive request shall have a period of two hundred be granted, and ten (210) the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days following such termination thereafter, 92% of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion Unreturned Invested Capital of the purchases pursuant Put Partner with respect to the foregoing shall take place at redeemed Units determined as of 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 Requested Redemption Date; 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 sum of the Company pursuant to this Section 5 may be extended as required from time to time by percentage interests in Partnership capital or profits transferred during the Company’s debt financing arrangements (taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the Board) General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the Executive has failed requested redemption would cause the number of Units redeemed by the Partnership 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 exceed 2% of the Executive against delivery number of certificates or other instruments representing Units outstanding at 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 beginning of 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 Non12-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.month period, the Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” Partnership shall mean either (i) Common Stock (as defined in decline to perform the Stockholders’ Agreement) acquired pursuant to exercise of an Option requested redemption or (ii) a share perform the requested redemption solely to the extent such redemption does not violate the provisions of Common StockSection 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in each case contributed pursuant the event any state or local transfer tax is payable as a result of the transfer of its Units to the Contribution AgreementPartnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax.

Put Right. 5.1. If Without prejudice to any other rights and remedies available to any Investor, in the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include event of a Company non-renewal of this Agreement in accordance with Section 1 hereof; providedProhibited Transfer, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive each Investor shall have the right to sell to Parent all the Selling Shareholder the type and number of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price Ordinary Shares equal to the Fair Market Value number of Shares such Investor would have been entitled to transfer to the purchaser under Section 5.1 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: (i) The price per share at which the time Shares are to be sold to the Selling Shareholder shall be equal to the 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 delivery of a Redemption Notice (as defined below)such Investor’s rights under this Section 5. 5.2. If (ii) Each Investor shall, if exercising the Executive intends option created hereby, deliver to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten Selling Shareholder within ninety (21090) days following such termination after the later of the Executive’s employment 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 the number of Shares to send written be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to Parent of his intention each such Investor the aggregate purchase price for the Shares to exercise his rights pursuant to Section 5.1be sold by such Investor, which notice shall indicate and the amount of Rollover Stock 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 sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the “Redemption Notice”). The completion foregoing, any attempt by a Selling Shareholder to transfer any of the purchases pursuant to the foregoing Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall take place at the principal office of Parent by the latest of (A) the two hundred be void, 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 undertakes it will not affect such 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 transfer nor will treat any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee alleged transferee as the context requiresholder 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 Apoletto), and Majority Series C Preferred Shareholders. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) Except to the Executive’s employment with 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 is terminated (ior, at the Company’s option, a wholly-owned Subsidiary of the Company) by 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 each other Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares written notice of such election (a “Put Notice”) of such requirement not less than for Cause 90 days nor more than 120 days prior to the 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 (or, at the Company’s option, a wholly-owned Subsidiary of the Company) on the Put Election Date (or, if later, promptly following the determination of the Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law). (c) On the Put Election Date (or, if later, promptly following the determination of the 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 (or, if applicable, shall cause is wholly-owned Subsidiary to) pay to each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares the portion of the Put Value to which shall include a Company non-renewal such Existing Shareholder and TRIP Shareholder (and Permitted Transferee of this Agreement each TRIP Shareholder) is entitled (determined in accordance with Section 1 hereof; provided, that, 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing the Executive has continued employment relevant transfer term (termo de transferência) in the Share Transfer Register in order to perfect such Transfer to the end Company, in each instance free and clear of all Liens (other than (x) Liens in respect of accrued taxes not yet payable and (y) restrictions on transfer under applicable securities laws), and delivery of such 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 case may be) as may be reasonably requested by the Company. (d) In the event that the Requisite Holders 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 be entitled to receive a portion of the Term and resigns within ten Put Value (10expressed as a percentage) days following determined by dividing the end number of Investor Preferred Shares owned by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of such TRIP Shareholder, as the Term)) or due to the Executive’s Disability, (iicase may be) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all aggregate number of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 Investor Preferred Shares being repurchased by the Company pursuant to this Section 5 may be extended as required from time to time by (or its wholly-owned Subsidiary) in connection with 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 requiresPut Right. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If The Preferred Members have a put right, on the Executive’s employment with terms and conditions set forth in this Section 7.01 (the “Put Right”), to cause 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; providedto redeem, thatfrom time to time, the Executive has continued employment to the end all or any portion of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) Preferred Units then held by the Executive at a per share price equal to Preferred Members. To exercise the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1Put Right, the Executive shall have a period of two hundred and ten (210) days following such termination Requisite Preferred Holders, on behalf of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1Preferred Members, which notice shall indicate notify the amount of Rollover Stock to be sold Company and Xspand, in writing (the a “Redemption Put Notice”), that the Preferred Members are electing to sell to the Company that number of Preferred Units specified in such Put Notice for the Put Price. The completion Company shall be required to consummate the purchase of the purchases pursuant to Preferred Units specified in such Put Notice for the foregoing Put Price. The closing of any purchase and sale of the Preferred Units specified in such Put Notice shall take place at the principal office of Parent the Company (or such other location agreed to by the latest of Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (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 (3010) days following receipt of such Put Notice. At such closing, the Executive’s Company shall deliver to the Preferred Members the Put Price (which shall be allocated to the Preferred Members on a pro rata basis based on the number of Preferred Units being redeemed from each Preferred Member) either (y) in cash by wire transfer of immediately available funds to accounts designated by the Preferred Members or (z) through the issuance and delivery to the Preferred Members of a Redemption number of shares of Xspand Common Stock equal to the Applicable Percentage of the Fixed Share Amount with respect to such Put Notice; provided. For the avoidance of doubt, that the deadline for payment by the Company pursuant to this Section 5 Requisite Preferred Holders may be extended as required deliver multiple Put Notices from time to time by the Company’s debt financing arrangements (until such time as determined in the sole discretion all of the Board) or if Preferred Units have been redeemed from 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 requiresPreferred Members. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) Upon the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include occurrence of a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatPut Event, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive KO Shareholders shall have the right (a “Put Right”) t 1 require the Majority Shareholders to sell to Parent all purchase all, but not less than all, of the shares of Rollover Stock Andina stock owned by them (except as defined belowprovided in the next sentence) then held by at the Executive at Put Price (calculated on a per share price equal basis) as determined in Section 5.l (b). For purposes of this Section 5. I, the Shareholders agree that the shares of Andina stock subject to the Fair Market Value at Put Right shall include only the time Acquired Shares and any additional shares of delivery Andina capital stock acquired by the KO Shareholders through the exercise of a Redemption Notice (as defined below). 5.2their preemptive rights. If The KO Shareholders shall give written notice to the Executive intends Majority Shareholders of their intention to exercise his rights 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) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the Executive parties shall have a period of two hundred and ten (210) days following such termination of cause the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock Put Price to be sold determined as follows: (i) If the “Redemption Notice”). The completion of shares to be purchased by the purchases Majority Shareholders pursuant to the foregoing Put Right are shares of Class A Stock, the Put Price for such shares shall take place at the principal office of Parent be mutually agreed upon by the latest of (A) KO Shareholders and the two hundred Majority Shareholders or, if the KO Shareholders and tenth (210th) day following the Executive’s termination of employment, (B) Majority Shareholders are unable to agree within thirty days after the tenth (10th) day following request by the KO Shareholders for the determination of Fair Market Value the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses and each of those two firms within sixty days from the date of their 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 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 soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding on 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 provided described herein, in Annex A either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the 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 Stockholders’ Agreement (as defined below) or (C) Put Price to the parties within thirty (30) days following the Executive’s delivery selection of such banker. The Put Price of the shares of Class A Stock shall be the price that a Redemption Noticeholder of shares of Class A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Common Stock or Class B Stock, the Put Price shall be the Market Value of such shares of Common Stock or Class B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that the deadline for payment by the Company pursuant to this Section 5 may such written consent shall not 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 deemed to be purchased hereunder. All references a waiver of their Put Right for purposes of any other transaction which might be deemed to the Parent in this Section 5 shall refer to such designee as the context requiresconstitute a Put Event. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If the Executive’s employment with the Company is terminated (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 Contested Proxy Securities are to be voted against the position designated by the Company other than for Cause (which such Contested Investor(s), such Contested Investor(s), severally and not jointly, 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall then have the right (the "PUT RIGHT") to sell require Canopy to Parent purchase for cash all or any portion of the shares of Rollover Series A Preferred Stock owned by such Contested Investor (as defined belowthe "PUT SHARES") then held by the Executive at a per share purchase price equal to two (2) times the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of Parent by the latest sum of (Ai) 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 aggregate Stated 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’ AgreementSeries A Certificate) of the shares of Series A Preferred Stock that such Contested Investor requires Canopy to purchase hereunder, plus (ii) any accrued but unpaid dividends on such Series A Preferred Stock (the "PUT PRICE"). (ii) 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 Vote Date. In the Put Notice, the Contested Investor shall indicate the number of Put Shares and the Management Stockholders thereto 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 “Stockholders’ Agreement”date the Investor provides such Put Notice). The term “Rollover Stock” Investor providing such Put Notice (other than an Investor managed by Advent) shall mean simultaneously furnish a copy thereof to Advent. (iiii) Common Stock 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 defined 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 Stockholders’ AgreementPut Notices but in no event later than one (1) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant Business Day prior to the Contribution 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 this Agreement.

Put Right. 5.1. If Subject to the Executive’s employment with limitations on repurchases of shares under the Delaware General Corporation Law and the terms and conditions set forth herein, the Company is terminated 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) by At any time on or following May 5, 2033, such Holder may require, upon delivery to the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatthe Put Exercise Notice, the Executive has continued employment 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 end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined belownearest whole share) then held by the Executive such Holder at a per share purchase price equal to the Fair Market Value applicable Put Purchase Price. (ii) At any time on or following May 5, 2034, such Holder may require, upon delivery to the Company of the 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 time of delivery applicable Put Purchase Price. (iii) In the case of a Redemption Notice (as defined below). 5.2. If Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Executive intends to exercise his rights pursuant to Section 5.1Company of the Put Exercise Notice, the Executive shall have a period Company to purchase upon the consummation of two hundred and ten (210) days following such termination Trigger IPO or SPAC Transaction up to 50% of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion Holder PP Shares and/or 50% of the purchases pursuant Holder PP-1 Shares then held by such Holder at a per share purchase price equal 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 employmentapplicable Put Purchase Price, (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 exercise of the Company Put Right pursuant to this Section 5 2(a)(iii) may be extended as required from time to time by conditioned on the consummation of such Trigger IPO or SPAC Transaction. (iv) In the case of a Sale of 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 anysuch Holder may require, payable as described in this Section 5 shall be paid by upon delivery to the Executive Company 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 certified bank check or checks in the full amount payable per share purchase price equal to the order applicable Put Purchase Price, provided that the exercise 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 Put Right pursuant to this Section 5 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 conditioned on his signing upon either (a) the Nonprior or concurrent payment in full of any then-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 outstanding first and second lien Obligations of the meaning set forth in Company (the Stockholders’ Agreement dated “Senior Obligations”) authorized and/or outstanding as of June 1, 2011, by and among B-Corp Holdings, Inc., the Existing Owner Group PP-1 Original Issue Date (as defined in the Stockholders’ AgreementRestated Certificate) or (b) the written permission for or waiver with respect to such PP-1 Payment by the requisite holders of such then-outstanding Obligations (such payment in full of the Senior Obligations or receipt of such permissions or waiver, the “Put Senior Obligations Condition”). The Company shall not permit the consummation of a Trigger IPO, SPAC Transaction or a Sale of the Company unless the Company causes the Senior Obligations, if applicable, to be satisfied in full (or obtains the written permission for or waiver with respect to such PP-1 Payment by the 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 the Management Stockholders Put Purchase Price be paid with respect to the Perpetual-1 Preferred Stock in satisfaction of the Put Senior Obligations Condition. The Company agrees to provide each Holder at the address for such Holder in the Company’s records in the manner specified pursuant to Section 5(d) hereof with at least ten (10) calendar days prior written notice of either a contemplated Trigger IPO, SPAC Transaction or 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 such Holder Shares and the date on which such Holder must deliver their Put Exercise Notice to exercise the Put Right with respect thereto (the “Stockholders’ AgreementCompany Notice”). The term “Rollover Stock” , which Company Notice shall mean (i) Common Stock (as defined in confirm that the Stockholders’ Agreement) acquired pursuant to exercise Put Senior Obligations Condition, if applicable, will be satisfied prior to, or concurrently with, the consummation of an Option a Trigger IPO, SPAC Transaction or (ii) a share Sale of Common Stock, in each case contributed pursuant to the Contribution AgreementCompany.

Put Right. 5.1. If (a) At any time during the Executive’s employment with Put/Call Period, Seller may require FAT Brands to purchase all (but not less than all) of the Company Put/Call Shares at the Put/Call Price, on the terms and subject to the conditions of this Section 3. (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 closing (which shall be a Business Day); provided, however, that by written notice delivered to Seller prior to then scheduled date of the 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 3(f). (c) The closing of the 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 terminated subject to regulatory approval or requires third party consents or waivers pursuant to any 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) by the Company 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 for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatPermitted Equity Encumbrances), the Executive has continued employment 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 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 end of the Term and resigns within ten (10) Put/Call Period, FAT Brands shall have the option to defer the closing until up to 120 days following the end of the TermPut/Call Period (and, for avoidance of doubt, Seller and the Permitted Transferees shall remain the owners of the Put/Call Shares until the closing)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death. In such event, the Executive Put/Call Price shall have be deemed to accrue interest from the right to sell to Parent all period between the end of the shares Put/Call Closing and the closing at the rate of Rollover Stock 5.0% per annum, which interest shall be payable at the closing together with the Put/Call Price. (as defined belowg) then held by the Executive at a per share price equal to the Fair Market Value If FAT Brands makes available, at the time of delivery of a Redemption Notice (as defined below). 5.2. If and place and in the Executive intends to exercise his rights pursuant to Section 5.1amount and form provided herein, the Executive shall have a period of two hundred and ten (210) days following such termination of consideration for the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 Put/Call Shares to be purchased hereunder. All references to the Parent in accordance with this Section 5 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ and the Permitted Transferees shall refer no longer have any rights as holders of the Put/Call Shares (other than the right of Seller to receive payment of 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 consideration 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’ Agreementaccordance herewith) and the Management Stockholders Put/Call Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (have been delivered as defined in the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreementrequired hereby.

Put Right. 5.1. If the Executive’s employment with Company enters into any business combination whereby the holders of the capital stock of the Company is terminated prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (i50%) by of the aggregate capital stock of the surviving entity, the Company other shall provide written notice of such business combination to the Holder not less than for Cause thirty (which shall include a Company non-renewal 30).days prior to the effective time of this Agreement in accordance with Section 1 hereof; provided, thatsuch business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Executive has continued employment Holder may elect, by providing written notice of such election to the end of the Term and resigns Company within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 of the Executivedate it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s delivery of a Redemption Notice; providedbusiness operation in the ordinary course, -provided, further, however•, that the deadline for payment Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment 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 waiver or forgiveness 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 its obligations thereunder or (ii) a share upon any transfer of Common Stock, in each case contributed pursuant to this Warrant by the Contribution AgreementHolder.

Put Right. 5.1. (a) If a Public Offering has not occurred by October 8, 2017, in the Executive’s employment with event any Target Investment is sold or repaid thereafter and prior to the Company is terminated earlier of an initial Public Offering and a listing of the REIT Shares on a national securities exchange or automated quotation system, SteepRock may, at its sole option, require SR Mezz to repurchase Common Units from SteepRock having a Value equal to the product of (i) by the Company other than for Cause (which shall include a Company non-renewal proceeds from the sale of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term such Target Investments and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of Parent by the latest lesser of (Ax) the two hundred 5% and tenth (210thy) day following the ExecutiveSteepRock’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 Sharing Percentage (as defined in the Stockholders’ LLC Agreement). (b) 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 SteepRock desires to exercise its right pursuant to Section 4.01(a) hereof, it shall give SR Mezz written notice of the Management Stockholders thereto exercise of each such option no later than fifteen (15) Business Days following receipt of the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined notice from SR Mezz referred to in the Stockholders’ Agreementpreceding sentence. Failure to provide such notice during such fifteen (15) acquired Business Day period shall be deemed to be a waiver of SteepRock’s right pursuant to exercise Section 4.01(a) in respect of the applicable 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, claims and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, SR Mezz shall not be under any obligation to repurchase such Common Units pursuant to this Section 4.01. SteepRock further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Common Units to SR Mezz, SR Mezz shall assume and pay such transfer tax. (d) The provisions of this Section 4.01 shall terminate upon the earliest to occur of (x) consummation of an Option initial Public Offering, (y) the listing of the REIT Shares on a national securities exchange or automated quotation system and (iiz) a share the termination of Common Stock, in each case contributed pursuant to the Contribution Sub-Advisory Agreement.

Put Right. 5.1. If (a) Upon the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal occurrence of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end an Event of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 Default (as defined in the Stockholders’ AgreementNote) and either the Management Stockholders thereto 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 (the a “Stockholders’ AgreementNote Default Notice”). The term “Rollover Stock” shall mean Within forty-five (45) days of (i) Common Stock the receipt by the Seller of such Note Default, to the extent delivered by the Buyer or (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 Stockholders’ Escrow Agreement) acquired 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 Escrow Shares Election Period. (b) Within forty-five (45) days of the receipt of such Escrow Shares from the Escrow Agent (the “Put Period”), the Seller shall provide written notice to the Buyer (the “Put Notice”) requiring the Buyer, to purchase all or part of the Escrow Shares held by the Seller pursuant Section 6.10(a), at a purchase price per share equal to the Closing Date Share Price (the “Put Right”) which Put Notice shall specify the number of 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 effect. (c) Subject to Section 6.10(d), within five (5) Business Days of the Buyer’s receipt of any Put Notice, the Buyer shall deliver to the Seller by wire transfer of immediately available funds to an Option 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 Put Shares, against simultaneous delivery by the Buyer to the Seller of the 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) a share 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 Common Stockthe Put Period, and within three (3) Business Days following the date on which the conditions giving rise to the tolling of the payment of any portion of the Put Price to the Seller are no longer in each case contributed 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 Contribution AgreementPut 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. 5.1. (a) If the Executiveat any time a Management Holder’s employment with 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 is terminated and such Management Holder, such Management Holder (i) by the Company other than for Cause (which shall include a Company non-renewal and each Permitted Management Holder Transferee of such Management Holder who has been transferred Stock pursuant to this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10by such Management Holder) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right right, but not the obligation, to sell sell, and the Company shall be required to Parent purchase, all (but not less than all) of the shares of Rollover Stock owned by that Management Holder and any Permitted Management Holder Transferee (as defined below) then held by the Executive at a per share price equal “Put Option”, and such Stock subject to the Fair Market Value Put Option, the “Put Eligible Stock”) at the time of delivery of a Redemption Notice (as defined below)Put Option Price. 5.2. (b) If the Executive intends a Management Holder desires to exercise his rights pursuant its Put Option, it shall deliver written notice thereof (a “Put Notice”) to Section 5.1, the Executive shall have a period of Company no earlier than one hundred and eighty-one (181) days and no later than two hundred and ten (210) days following such the later of (x) termination of the ExecutiveManagement Holder’s employment to send written notice to Parent Employment and (y) receipt of his intention to Option Stock by such Management Holder in connection with a post-termination exercise his rights pursuant to Section 5.1, which notice shall indicate in accordance with the amount of Rollover Stock to be sold (the “Redemption Notice”)Option Plan. The completion of the purchases pursuant Management Holder and any Permitted Management Holder Transferees shall deliver to the foregoing shall take place 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 Parent 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 latest of Company’s financing arrangements, or (Ay) the two hundred and tenth business, financial condition, liquidity or prospects of the Company, in each case, as determined by the Board in good faith, by a subordinated non-amortizing note with a five year term beginning on the closing date of the purchase of the Put Eligible Stock (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 “Put Note”). The Put Note shall bear interest at a rate equal to the Stockholders’ Agreement Mid-term Applicable Federal Rate plus three percent (as defined below3%) 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 (C) thirty (30) days following in part from time to time without premium or penalty and shall otherwise be in the Executive’s delivery of a Redemption Noticeform acceptable to the Board; provided, however, that if at any time after such Put Note has been issued the deadline for payment by 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 5 may 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 extended as required from time likely to time adversely affect the Company’s liquidity or be restricted by the Company’s debt financing arrangements (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 Board determination, the Company will undertake to make such payments at such time as determined in the sole discretion 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 Board) or if the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 Put Repurchase Price shall be paid made after offset of any bona fide debts owed by delivery the Management Holder to the Executive of a certified bank check Company, which will be entitled to receive customary representations and warranties from the Management Holder or checks in the full amount payable its Permitted Management Holder Transferees, as applicable, regarding such sale and to the order require all signatures of the Executive against delivery of certificates Management Holder 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 its Permitted Management Holder Transferees to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee as the context requiresguaranteed. 5.3. Any payment to (c) Upon the Executive pursuant to this Section 5 shall be conditioned on his signing termination of the Non-Competition Agreement attached hereto Employment of any Management Holder 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.Section 9(a), the Existing Owner Group (as defined in Management Holder’s Put Option shall also apply with respect to all Stock held by Affiliates of the Stockholders’ Agreement) and the terminated 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 case contributed pursuant to the Contribution AgreementHolder.

Put Right. 5.1. If the Executive’s employment with the Company is terminated (i) by Each Stockholder shall have the Company other than for Cause (which shall include a Company non-renewal right, subject to the following provisions of this Agreement in accordance with Section 1 hereof; provided3(c), thatto put to iDNA, and require iDNA to purchase from it or him, any or all of its or his Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined Shares) at a price per Issued Share equal to the Set Price (such right, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term“Put Right”)) or due to the Executive’s Disability, . (ii) If any Stockholder desires to exercise the Put Right, it or he shall do so by giving iDNA written notice to such effect during the Executive for Good Reason period October 31, 2013 through November 15, 2013, which notice shall specify the number of Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined Shares) that are owned of record by such Stockholder and with respect to which such Stockholder is exercising the Put Right. (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all If any Stockholder gives notice of its or his exercise of the shares of Rollover Stock Put Right as provided above, then (as defined subject to clause (iv) below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice within fifteen (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (21015) days following such termination exercise, iDNA shall make payment (against receipt of stock certificates surrendered to iDNA at its principal executive offices for the Issued Shares being repurchased) to such Stockholder for the Issued Shares such Stockholder has elected to have repurchased by iDNA, with such payment to be made by certified check, by wire transfer or otherwise in immediately available funds. (iv) Notwithstanding anything contained herein to the contrary, the Put Right shall not be exercisable if one or more of the Executive’s employment Stockholders shall have received [(or be deemed to send written notice have received)] aggregate consideration of at least five million dollars ($5,000,000) on account of or with respect to Parent the sale, transfer, redemption or other disposition of his intention some or all of the Issued Shares. (v) In the event that the Put Right is exercised, iDNA shall have up to exercise his rights pursuant one hundred and eighty (180) days to consummate a sale or other disposition of the Campus Corporations (or all or substantially all of the business and assets thereof) and use the net proceeds from such sale or other disposition to repurchase or be applied to repurchase the Issued Shares. In the event the aggregate amount required to be paid under this Section 5.1, which notice shall indicate 3(c) for the repurchase of any Issued Shares exceeds the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 employmentnet proceeds derived from such sale or other disposition, (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 such excess 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 Stockholders in twenty-four (24) equal monthly installment to have a designee purchase any Rollover Stock elected by it to repurchase those Issued Shares that cannot be purchased hereunder. All references to the Parent in this Section 5 shall refer to repurchased with such designee as the context requiresnet proceeds. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If 11.1 Following the 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 second anniversary of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s DisabilityAward Date, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Participant shall have the right (the “Put Right”) to sell require, upon notice to Parent the Company, that the Company purchase some or all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold Shares (the “Redemption Put Shares”) under the terms provided in this Section 11. 11.2 Participant may exercise the Put Right no more than once per fiscal quarter by providing notice (“Put Notice”) to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the “Put Notice Period”). The completion Put Notice shall specify the number of Shares for which the purchases pursuant Participant seeks to exercise the foregoing Put Right and shall take place at specify a closing date for 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) purchase which shall be not less than thirty (30) days following after the Executivedate of the Put Notice. 11.3 Within fifteen (15) days after receipt of the Put Notice, the Company shall provide notice (“Price Notice”) to the Participant of the purchase price of the Put Shares. The purchase price for the Put Shares shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 11.7, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company’s delivery primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company has granted a Put Right to one or more employees or directors of or consultants to the Company or its subsidiaries and one or more of such Put Rights remain in effect, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a Redemption check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that the deadline for payment if Fair Value is determined by the Company an independent third party pursuant to this Section 5 may 11.7(d), the purchase price for the Put Shares shall be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion net of one-half of the Board) or if expenses of the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by delivery the Participant of one or more stock certificates evidencing the number of Shares specified in the Put Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (other than pursuant to Section 4.2 of the Plan) shall be made to the Executive of a certified bank check or checks purchase price for fluctuations in the full amount payable to the order value 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 after the Stockholders’ Agreement) acquired pursuant to exercise date of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution AgreementPut Notice.

Put Right. 5.1. If (a) Subject to the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal last sentence of this Agreement Section 6.4(a), following the termination of the Second Ordinary Distribution Period or upon a Change in accordance with Section 1 hereof; provided, thatOwnership, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Interpublic Members shall have the right (but not the obligation) to sell require All American to Parent 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 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 Interpublic Members wish to have All American purchase all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price their Interests for an amount equal to the Fair Market Value at Put Purchase Price. The date on which the time 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 a Notice of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights Offer from an All American Member pursuant to Section 5.1, the Executive shall have a period of two hundred and ten 6.2. (210c) days following such termination The closing of the Executive’s employment to send written notice to Parent purchase of his intention to exercise his rights the Interpublic Members' Interests by All American pursuant to this Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing 6.4 shall take place (subject to the expiration of any waiting period under the HSR Act) within thirty (30) days after the Put Notice Date, at 11:00 a.m. at the principal office offices of Parent by the latest Company, 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 two hundred Put Purchase Price (based on the prior fiscal year's operating income) and tenth (210th) day following the Executive’s termination of employment, (B) the tenth then unpaid Make Whole Amount by wire transfer of immediately available funds to an account or accounts designated by the Interpublic Members in writing not less than three (10th3) day following the determination of Fair Market Value as provided in Annex A business days prior to the Stockholders’ Agreement closing of such purchase and (as defined belowii) after such closing, the balance of (A) the Put Purchase Price (including any increase or decrease in the 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) thirty (30) days interest on such sum from the date immediately 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 closing of the Board) or if purchase until the Executive has failed date such sum is paid in full, at a rate equal to comply with Section 5.3. The priceInterpublic's Cost of Funds plus 3%, if any, payable as described in this Section 5 shall be paid by delivery delivered to the Executive of a certified bank check or checks Interpublic Members, such sum to be payable in three equal annual installments commencing on the full amount payable to the order first anniversary 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 requiresclosing. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1lf, during the two (2) year period commencing on the Effective Date, there is not either (a) a Change of Control that enables Employee to sell any of the shares of capital stock of Groupon then owned by Employee (the “Employee Shares”) (b) an initial underwritten public offering of Groupon’s securities registered pursuant to the Securities Act of 1933, as amended, or (c) an offer from a bona fide third-party purchaser on any secondary market for shares of private companies (including, but not limited to, SecondMarket and SharesPost) to purchase any of the shares of capital stock of Groupon then owned by Employee, then Employee, within sixty (60) days after the expiration of such two-year period, shall have the one-time right and option (the “Put Right”) to require Groupon to purchase up to $2,000,000 worth of the Employee Shares, based upon the Fair Market Value (as hereinafter defined) of the common stock of Groupon, by delivering notice of such exercise (a “Put Exercise Notice”) in writing to Groupon. If the Executive’s employment with the Company Put Right is terminated (i) by the Company other than for Cause (which exercised, then Employee shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; providedbe obligated to sell, thatand Groupon shall be obligated to purchase, the Executive has continued employment Employee Shares requested to be purchased in the end Put Exercise Notice. Following receipt of the Term Put Exercise Notice, Employee and resigns within Groupon shall then mutually select an independent valuation firm to determine the current Fair Market Value of such Employee Shares. The determination of such independent valuation firm shall be final and binding on the parties. Within ten (10) days following such determination, Employee and Groupon shall consummate the end of purchase and sale transaction with respect to such Employee Shares and the Term)) or due purchase price therefore shall be payable in cash. In connection therewith, Groupon will be entitled to receive customary representations and warranties from Employee (including representations and warranties regarding good title to the Executive’s Disabilityshares, (ii) by the Executive for Good Reason absence of any liens on such title or (iii) due other encumbrances with respect to the Executive’s death, the Executive shall have the right to sell to Parent all sale of the shares and the ability of Rollover Stock (as defined below) then held by Employee to consummate the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”sale). The completion of Notwithstanding the purchases pursuant foregoing, Employee shall not be entitled to deliver a Put Exercise Notice, and the foregoing Put Right shall take place at the principal office of Parent by the latest of (A) automatically terminate and become null and void, if during the two hundred and tenth (210th2) day following year period commencing on 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 Effective Date Employee voluntarily terminates his employment with 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 pricefor any reason, if any, payable as described in this Section 5 shall be paid by delivery to the Executive of except for 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 voluntary termination following 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 requiresDemotion. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If Within two (2) years from the Executive’s employment with date of the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement Closing, but subject in accordance with any event to Section 1 hereof; provided, that14.01(k), the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Key Shareholders shall have the right to sell to Parent Gigamedia 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 Gigamedia, 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 is not transferable, and no purchaser or assignee of the Shares (including but not limited to Antfactory) has the right to exercise the Put Option; (c) The price per share at which the Shares are to be sold to Gigamedia shall be equal to eight point six five (8.65) times of the Net Operating Income (as defined in Section 14.02) per Share in the complete fiscal year preceding the notice as mentioned in sub-paragraph (f) hereafter as reflected in the consolidated financial statements of the Company audited by a Big-Four 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 deducted from the price payable by Gigamedia to 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 two years of the Closing, and shall deliver a written notice (as specified in the subsection (f) below) within 10 days from the first and second 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 exercising the right created hereby, deliver to the Preferred Shareholder a written notice of selling all the Shares it/he holds in the Company to Gigamedia (“Put Option Notice”). (g) Gigamedia shall purchase the Shares specified to be sold under the Put Option Notice. The payment of the purchase price can be made in cash or shares issued by Gigamedia (“Consideration Shares”); (h) At least 50% of the purchase price for the Shares shall be paid in cash up to USD 4,800,000 in aggregate for total annual exercise; provided, however, that (i) if Gigamedia and exercising Key Shareholders mutually desire, the cash portion of the purchase price can be lower than 50%; or (ii) at the choice of Gigamedia, the total annual cash payment can be higher than USD4,800,000. Gigamedia shall, within forty-five (45) days upon receipt of the Put Option Notice, elect to pay the purchase price in cash or the Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Consideration Shares shall be the average weighted trading price of the shares of Rollover Stock Gigamedia in the past thirty (as defined below30) then held trading days prior to the date of the Put Option Notice. (i) The payment of the purchase price pursuant to paragraph (g) above shall be made against delivery of the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Executive at a per share price equal Key Shareholder(s) transferring such Shares to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below)Gigamedia. 5.2. If (j) The Consideration Shares obtained by the Executive intends Key Shareholder(s) shall be subject to exercise his rights pursuant to Section 5.1, the Executive shall have lock-up for a period of two hundred and ten (2102) days following such termination years. A Key Shareholder can only dispose of one half (1/2) of the Executive’s employment Consideration Shares it received in every year during such lock-up period. (k) The Put Option will terminate upon the earliest to send written notice occur of (i) immediately prior to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion effectiveness of the purchases pursuant to Registration Statement for the foregoing shall take place at Company’s Qualified Public Offering, (ii) the principal office effectiveness of Parent any reorganization, consolidation, merger, sale or transfer of the Company’s outstanding Shares or similar transaction (excluding a sale of shares by the latest of Company for capital raising purposes) in which (A) the two hundred members of the Company immediately prior to such reorganization, merger or consolidation, sale or transfer of shares or similar transaction do not (by virtue of their ownership of securities of the Company immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the surviving company or companies immediately following such transaction and tenth (210th) day following the Executive’s termination of employment, (B) the tenth consideration received in such transaction by members of the Company (10thby virtue of their ownership of securities of the Company immediately prior to such transaction) day following the determination consists solely of Fair Market Value as provided in Annex A cash and/or securities of any entity for which such class of securities has been and continues to be traded on an internationally-recognized securities exchange, and (iii) immediately prior to the Stockholders’ Agreement (as defined below) effectiveness of the sale, lease or (C) thirty (30) days following the Executive’s delivery of a Redemption Notice; provided, that the deadline for payment disposition by the Company pursuant to this Section 5 may be extended as required from time to time by of all or substantially all of the Company’s debt financing arrangements assets in which (as determined in A) the sole discretion members of the BoardCompany immediately prior to such sale, lease or disposition do not (by virtue of their ownership of securities of the Company immediately prior to such transaction) or if beneficially own shares possessing a majority of the Executive voting power of the purchasing entity and (B) the consideration received in such transaction by the Company consists solely of cash and/or securities of any entity for which such class of securities has failed been and continues to comply with Section 5.3. The pricebe traded on an internationally-recognized securities exchange. (l) Notwithstanding other provisions of this Section, if any, payable put right contemplated herein does not apply to any and all Ordinary Shares issued for the purpose of and as described in a result of the Happy Digital Transactions and Gigamedia is not obliged under 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 requiresOrdinary Shares from any Key Shareholder. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1(a) In the event at any time after the date which is two years from the Effective Date, a Member desires to sell its Membership Interest (the "Put Member"), it shall provide the other Member notice in writing at least ninety (90) days prior to the proposed transfer date. (b) Upon receipt of such notice by the other Member, the Put Member shall be obligated to sell and the other Member shall be obligated to purchase, the Put Member's Membership Interest. Closing of the sale shall be the date specified in the Put Member's notice, unless agreed to by the Members. (c) The purchase price for the Put Member's Membership Interest shall be the greater of (i) six (6) times the net income of the Company determined in accordance with GAAP on a 12-month rolling average basis ending the month immediately prior to the notice described in Section 7.11(a); or (ii) the price determined by appraisal as provided in Section 7.11(d) below (the "Appraised Value"). Payment of the purchase price shall be in cash at closing. (d) The Appraised Value of the Membership Interest will be determined by a recognized independent appraisal company agreeable by the Members (the "Appraiser"). If the Executive’s employment with Members cannot agree on an Appraiser within fifteen (15) days after notice required in Section 7.11(a), each Member shall select an Appraiser and the Company is terminated (i) by two Appraisers shall select an independent Appraiser to determine the Company other than fair market value of such Membership Interest, without premium for Cause (which control or discount for minority interest, illiquidity or restriction on transfer. Such independent Appraiser shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, that, be directed to determine the Executive has continued employment to the end fair market value of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s DisabilityMembership Interest as soon as practicable, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 but in Annex A to the Stockholders’ Agreement (as defined below) or (C) no event later than thirty (30) days following from the Executive’s delivery date of a Redemption Notice; provided, that the deadline for payment its selection. The determination by the Company pursuant Appraiser of the fair market value will be conclusive and binding on all parties 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 Agreement. The costs 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 Appraiser will be paid borne 50% 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 requireseach Member. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If the 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Holdings shall have the right right, exercisable at any time and from time to time beginning on the Restricted Period End Date and continuing for a period of 30 days thereafter (the “Put Period”), to sell all or a portion of the Aggregate Shares to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇, and F▇▇▇▇▇▇ will be obligated to, or will cause such Affiliate to, purchase such Aggregate Shares, at a purchase price of $6.00 per share (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) (the “Put Purchase Price”). Such rights to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights F▇▇▇▇▇▇ or such Affiliate pursuant to this Section 5.1, 3 are referred to herein as the Executive “Put Right.” Holdings shall have a period of two hundred and ten (210) days following such termination of exercise the Executive’s employment to send Put Right by giving written notice of exercise (the “Put Right Notice”) to Parent of his intention to exercise his rights pursuant to Section 5.1F▇▇▇▇▇▇, which notice shall indicate set forth the amount number of Rollover Stock Aggregate Shares to be sold purchased by F▇▇▇▇▇▇ or such Affiliate (the “Redemption NoticePut Shares”). The completion Within seven business days after F▇▇▇▇▇▇ or his Affiliate receives the Put Right Notice, F▇▇▇▇▇▇ shall, or shall cause such Affiliate to, pay the aggregate Put Purchase Price for the Put Shares to Holdings by check or wire transfer of immediately available funds to an account designated by Holdings . Promptly after Holdings receives such payment, Holdings shall deliver (or arrange for delivery) to F▇▇▇▇▇▇ or such Affiliate a stock certificate representing the Put Shares (free and clear of any rights, restrictions, liens or encumbrances whatever) purchased by F▇▇▇▇▇▇ or such Affiliate together with a fully-executed stock power. Notwithstanding the foregoing, if Holdings exercises the Put Right in connection with a Company Sale, the exercise of the purchases Put Right shall be effective, and the sale of the Aggregate Shares pursuant to the foregoing Put Right to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇ at a purchase price of $6.00 per share in cash (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) shall be subject to and take place at immediately prior to, the principal office consummation 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 Sale, it being understood that if such Company Sale is terminated, the provisions of Section 2 and 4 shall apply until the next Restricted Period End Date occurs and thereby triggers a new Put Period consistent with the provisions of 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 requires3. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If Subject to the Executive’s employment with limitations on repurchases of shares under the Texas Business Organizations Code and the terms and conditions set forth herein, the Company is terminated 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) by At any time on or following May 5, 2033, such Holder may require, upon delivery to the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatthe Put Exercise Notice, the Executive has continued employment 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 end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined belownearest whole share) then held by the Executive such Holder at a per share purchase price equal to the Fair Market Value applicable Put Purchase Price. (ii) At any time on or following May 5, 2034, such Holder may require, upon delivery to the Company of the 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 time of delivery applicable Put Purchase Price. (iii) In the case of a Redemption Notice (as defined below). 5.2. If Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Executive intends to exercise his rights pursuant to Section 5.1Company of the Put Exercise Notice, the Executive shall have a period Company to purchase upon the consummation of two hundred and ten (210) days following such termination Trigger IPO or SPAC Transaction up to 50% of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion Holder PP Shares and/or 50% of the purchases pursuant Holder PP-1 Shares then held by such Holder at a per share purchase price equal 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 employmentapplicable Put Purchase Price, (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 exercise of the Company Put Right pursuant to this Section 5 2(a)(iii) may be extended as required from time to time by conditioned on the consummation of such Trigger IPO or SPAC Transaction. (iv) In the case of a Sale of 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 anysuch Holder may require, payable as described in this Section 5 shall be paid by upon delivery to the Executive Company 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 certified bank check or checks in the full amount payable per share purchase price equal to the order applicable Put Purchase Price, provided that the exercise 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 Put Right pursuant to this Section 5 shall 2(a)(iv) may 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 consummation of such Sale of 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’ AgreementCompany.”). 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) For so long as the Executive’s employment with the Company Pro Rata Percentage of an Investor Shareholder is terminated equal to or greater than five percent (5%), if (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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disabilityan Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Executive for Good Reason Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (iii) due such Investor Shareholder or any of its Affiliates exercise a put right with respect to any other equity interest in the Executive’s deathCompanies 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 Executive approval of such Major Decision or the exercise of such put right shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at constitute a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below)“Put Triggering Event”. 5.2. (b) If the Executive intends to exercise his rights pursuant to Section 5.1a Put Triggering Event occurs, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1Put Right Shareholder may, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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) within thirty (30) days following the Executive’s 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 delivery of a Redemption Put Triggering Event Notice; provided, 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 conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Shares, the “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 conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), 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 Put Shares for a purchase price equal to 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 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 “Put Price”), that is determined as between Holdco Inc., on the deadline for payment 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, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Right Shareholder’s prior written consent (not to be unreasonably withheld), to assist in determining the Put Price, the costs and expenses of which shall be borne by the Company Company, except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date, separately submit to the Valuation Arbiter, on a confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with the provisions of this Section 2.15, the price which each of Holdco Inc. and such Put Right Shareholder believes should constitute the Put Price. (ii) If the lower of the two prices submitted by Holdco Inc. and the Put Right Shareholder to 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 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 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 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 5 may be extended as required from time to time by 2.15(d)(iii), the Company’s debt financing arrangements (, Holdco Inc. 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 sole discretion Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the BoardPut 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 if capital contributions paid during the Executive 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 failed either (i) entered into a definitive acquisition agreement with a Third Party pursuant to comply with Section 5.3which 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. The priceSuch Put Right Shareholder and Holdco Inc. and, if anyapplicable, payable as described in this Section 5 such Third Party Buyer, shall be paid required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. 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 delivery wire transfer of immediately available funds to the Executive account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a certified bank check Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or checks a pending Put Sale shall not, in the full amount payable to the order and of the Executive against delivery of certificates itself, relieve 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 excuse any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in Party from its ongoing duties and obligations under this Section 5 shall refer to such designee as the context requiresAgreement. 5.3. Any payment (g) Subject to the Executive Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 5 2.15 pursuant to which a Third Party acquires the Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of 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 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 conditioned on his signing required to sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the Non-Competition Agreement attached hereto as Exhibit B. 5.4purchase of, the Put Shares or pay any Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. All capitalized terms used in Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 5 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the payment of one-half of the costs and expenses of the Valuation Arbiter related to any Put Exercise Notice 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, is withdrawn 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 such Investor Shareholder pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreementthis Section 2.15(h).

Put Right. 5.1. If Without prejudice to any other rights and remedies available to any Rights Holder, in the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include event of a Company non-renewal of this Agreement in accordance with Section 1 hereof; providedProhibited Transfer, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive each Rights Holder shall have the right to sell to Parent all the Selling Shareholder the type and number of Ordinary Shares (or that number of Preferred Shares which, if converted at the then conversion ratio, would equal that number of Ordinary Shares) which equals the specified quantity of the shares Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the total number of Rollover Stock Ordinary Shares (on an as defined belowconverted basis) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his such Rights Holder exercising put rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 5.5, divided by (ii) the Company’s debt financing arrangements (as determined in total number of Ordinary Shares then held by all 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 Rights Holders exercising put rights pursuant to this Section 5 5.5, on an as converted basis, and have the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be conditioned made on his signing the Non-Competition Agreement attached hereto as Exhibit B.following terms and conditions: 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 The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Stockholders’ Agreement) acquired 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 an Option or such Rights Holder’s rights under this Section 5. (ii) Each Rights Holder shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Rights Holder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a share notice describing the type and the number of Common StockShares to be transferred by the Rights Holder. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.5(b)(ii) above from the Rights Holder(s) exercising the option created hereby, pay to each such Rights Holder the aggregate purchase price for the Shares to be sold by such Rights Holder, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in each case contributed pursuant cash or by other means acceptable to the Contribution AgreementRights Holder. (iv) Upon receipt of full payment of the 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 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 Majority Preferred Shareholders.

Put Right. 5.1. If (a) During the Executive’s employment with period from January 1, 2001 through the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal later of this Agreement in accordance with Section 1 hereof; providedApril 30, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) 2001 or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 after the Executive’s delivery Shareholder's receipt of a Redemption Noticecopy of DFG's audited financial statement for the year ending December 31, 2000 (the "Put Period"), the Shareholder shall have the absolute, unconditional and irrevocable right (the "Put Right") to require DFG to purchase all, but not less than all, of the Put Interests received at a price equal to ONE MILLION EIGHT HUNDRED FIFTEEN THOUSAND DOLLARS ($1,815,000). (b) The Shareholder may exercise the Put Right by providing written notice to DFG before the end of the Put Period. The closing of the purchase of the Put Interests by DFG shall take place by mail, or if not practicable at the offices of counsel for DFG, at a date mutually agreed upon by the Shareholder and DFG, and if no date can be agreed upon, then thirty (30) days after the end of the Put Period. At the time of the transfer of the Put Interest to DFG, the Shareholder shall provide reasonable and customary representations and warranties, including but not limited to, representations that the Shareholder has the authority to enter into the transaction and that there are no liabilities encumbering the Put Interests. (c) At the Closing, DFG shall pay and deliver to the Shareholder the aggregate purchase price for the Put Interests by wire transfer of immediately available funds; provided, that the deadline for payment however, if DFG or any Affiliate is owed money by the Company pursuant Shareholder, DFG may elect to this Section 5 may be extended as required from time to time offset the aggregate purchase price by such amounts owed by the Company’s debt financing arrangements (as determined in Shareholder to Purchaser or DFG which exceeds the sole discretion amount of the Boardamounts held back under Section 8.4, but not to exceed the maximum liability exposure of the Shareholder under Section 8.1(d) as to each class or if category of Shareholder representations, and pay the Executive has failed remaining portion of the purchase price to comply with Section 5.3. The price, if any, payable as described in the Shareholder. (d) Any disputes regarding this Section 5 provision 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 case contributed decided through binding arbitration pursuant to the Contribution AgreementArbitration Procedures in Section 12.10 hereof, and any amounts not subject to the dispute that is the subject of the Arbitration shall be promptly remitted to the Shareholder.

Put Right. 5.1If the Founder Transfers any Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or the Proposed Transferee is unwilling to purchase any securities from the Investor, the Investor may, by delivery of written notice to the Founder (a “Put Notice”) within thirty (30) days after the date on which the Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Founder to purchase from the Investor the number of Shares that is equal to the number of Residual Shares the 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 Founder shall be equal to the price per share that the Investor would have received at the Co-Sale Closing of such Prohibited Transfer if the 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 the Founder received in the Prohibited Transfer or at the Co-Sale Closing. The Founder shall also reimburse the Investor for any and all reasonable fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the Investor’s Rights of Co-Sale pursuant to Section 7 or in the exercise of its rights under this Section 9 with respect to the Put Shares. (b) The Put Shares to be sold to the Founder shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if the Investor then owns securities of such class or type. If the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal Investor does not own any of this Agreement in accordance with Section 1 hereof; provided, thatsuch class or type, the Executive has continued employment Put Shares shall be Ordinary Shares. (c) The closing of such sale to the end of the Term and resigns Founder will occur within ten (10) days following after the end date of the Term)) or due Investor’s Put Notice to the Executive’s DisabilityFounder. At such closing, (ii) by the Executive for Good Reason or (iii) due Investor shall deliver to the Executive’s deathFounder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer (or with a duly executed separate instrument of transfer, as applicable), and immediately upon receipt thereof, the Executive Founder shall have pay the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share aggregate purchase price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1therefor, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”reimbursable fees and expenses, as specified in Section 9.3(a). The completion of the 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include Subject to Section 10(d)(ii) and Section 10(d)(iii), if there has occurred a Company non-renewal Final Failed Remarketing, then Holders of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end Unsecured Notes forming part of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive any Common Equity Unit shall have the right (the “Put Right”) to sell require the Corporation to Parent all of purchase, on the shares of Rollover Fourth Delayed Stock Purchase Date, such Unsecured Notes for cash (as defined belowthe “Put Consideration”) then held by the Executive at a per share price in an amount equal to the Fair Market Value at principal amount of the time of delivery Unsecured Notes to be purchased by the Corporation plus the unpaid interest thereon that has accrued to, but not including, the Fourth Delayed Stock Purchase Date. (ii) The Put Right of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1Holder of Unsecured Notes forming part of any Normal Common Equity Units shall automatically, the Executive shall have a period without any action of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1Holder, which notice shall indicate the amount of Rollover Stock be deemed to be sold (exercised on the “Redemption Notice”). The completion of the 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 NoticeFourth Delayed Stock Purchase Date; provided, that the deadline for payment by the Company pursuant however, such Put Right shall be deemed not to this 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 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion 5.2(b) Stock Purchase Contract Agreement and Section 5.5 of the Board) Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified 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 cashiers’ check or checks in the full amount wire transfer of immediately available funds payable to or upon 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 Securities Intermediary (as defined in the Stockholders’ Stock Purchase Contract Agreement) and ), of 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 case contributed aggregate purchase price payable pursuant to the Contribution 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 the Put Right unless the principal amount of the Unsecured Notes as to which the Put 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, including their Put Rights, shall be subject to the security interest in such shares in favor of the Corporation provided for in the Pledge Agreement and, in the case of Unsecured Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

Put Right. 5.1. (a) If the Executive’s employment with the Company is terminated (i) no Liquidity Event shall have occurred by the Company other than for Cause (which shall include a Company non-renewal later of this Agreement in accordance with Section 1 hereof; providedOctober 22, that, the Executive has continued employment to the end of the Term and resigns within ten (10) 2003 or 90 days following the end final maturity date of debt securities issued in the High Yield Debt and Equity Offering, then each of Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right, at any time thereafter, by giving written notice to the Company (a "PUT NOTICE"), to require the Company to repurchase (a "PUT") all or any portion of the Term)shares of Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") or due equal to (A) the 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 Executive’s Disability, (ii) Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by the Executive for Good Reason all parties exercising Puts hereunder or (iiiB) due to in the Executive’s deathcase of any shares of Convertible Preferred Stock, at the Executive 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 sell exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put. The Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to Parent all exercise a Put. The Company shall give Notice to Nassau and the other Stockholders of any exercise of the shares Put right under Section 14 of Rollover Stock (as defined below) then held by either of the Executive 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 share price equal annum (the "DEFAULT RATE"); provided that accrual of interest at the Default Rate shall not constitute a waiver of any party exercising a Put hereunder to receive immediate payment of the Fair Market Value Put Amount. (b) If at the time of delivery any exercise of a Redemption Put hereunder there shall be pending any Put by any other party hereunder or any Repurchase Notice (as defined below). 5.2. If under Section 14 of either Subsidiary Warrant, and if either the Executive intends to exercise his rights pursuant to Section 5.1, the Executive Company or KMC shall not have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate funds legally available in the amount of Rollover 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 Convertible Preferred Stock, Common Stock, Subsidiary Warrants and Warrant Stock, as applicable, shall be sold (repurchased by the “Redemption Notice”). The completion of the purchases pursuant Company or KMC, as applicable, to the foregoing shall take place at the principal office of Parent by the latest of extent that funds are legally available for such repurchases; PROVIDED that (A) the two hundred Put Amount 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 Repurchase Amount (as defined in the Stockholders’ AgreementSubsidiary Warrants) to be 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 be evidenced by a promissory note due within 366 days and bearing interest at the 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 Management Stockholders thereto (put rights contained in Section 14 of either Subsidiary Warrant subject to such limitations as may be applicable under applicable law and the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in terms of any agreement to which the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution AgreementCompany and its subsidiaries may be bound.

Put Right. 5.1. If the 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Shareholder shall have the right one-time right, during the Put Period, to sell to Parent "put" all or a portion of the shares of Rollover Stock Initial Shares (as defined belowadjusted) then held by to Purchaser for a cash payment calculated as follows but in no event exceeding Two Million Dollars ($2,000,000.00) minus the Executive at a value of the Purchase Price Shares delivered to the Purchaser in connection with the Purchase Adjustment (the "MAXIMUM PUT AMOUNT"). The per share price equal of the Initial Shares shall be the greater of (a) the average closing share price for Purchaser's common stock for the five (5) business days prior to the Fair Market Value at the time notice of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate "put" or (b) the amount of Rollover Stock to be sold per share price for Purchaser's common stock on the Pre-Closing Date (the “Redemption Notice”"PUT PRICE"). The completion "put" right shall only be exercisable by written notice (the "PUT NOTICE") from Shareholder and received by Purchaser during the period beginning January 2, 2001 and ending on January 31, 2001 (the "PUT PERIOD"). The closing of the purchases pursuant to the foregoing put shall take place at the principal office executive offices of Parent Purchaser on the thirtieth day (or the next business day if the thirtieth day falls on a Saturday, Sunday or national holiday) following the date Purchaser received the Put Notice from Shareholder. The Put Price shall be secured by an irrevocable stand-by letter of credit in form substantially similar to EXHIBIT H or as otherwise agreed to by Purchaser and Shareholder (the latest "LETTER OF CREDIT") (issuing bank to be reasonably satisfactory to Shareholder), effective from the Closing Date through the earlier of: (1) payment of the Put Price to Shareholder or (A2) the two hundred and tenth (210th) day following end of the Executive’s termination Put Period. The Letter of employment, (B) Credit shall be delivered to Shareholder at Closing. Purchaser shall have 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 right from time to time by following Closing to replace the Company’s debt financing arrangements (as determined in the sole discretion Letter of the Board) or if the Executive has failed Credit with a substantially similar letter of credit from a financial institution reasonably acceptable 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 requiresShareholder. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include Subject to Section 10(d)(ii) and Section 10(d)(iii), if there has occurred a Company non-renewal Final Failed Remarketing, then Holders of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end Unsecured Notes forming part of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive any Common Equity Unit shall have the right (the “Put Right”) to sell require the Corporation to Parent all of purchase, on the shares of Rollover Fourth Delayed Stock Purchase Date, such Unsecured Notes for cash (as defined belowthe “Put Consideration”) then held by the Executive at a per share price in an amount equal to the Fair Market Value at principal amount of the time of delivery Unsecured Notes to be purchased by the Corporation plus the unpaid interest thereon that has accrued to, but not including, the Fourth Delayed Stock Purchase Date. (ii) The Put Right of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1Holder of Unsecured Notes forming part of any Normal Common Equity Units shall automatically, the Executive shall have a period without any action of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1Holder, which notice shall indicate the amount of Rollover Stock be deemed to be sold (exercised on the “Redemption Notice”). The completion of the 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 NoticeFourth Delayed Stock Purchase Date; provided, that the deadline for payment by the Company pursuant however, such Put Right shall be deemed not to this 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 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion 5.2(b) Stock Purchase Contract Agreement and Section 5.5 of the Board) Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified 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 cashiers’ check or checks in the full amount wire transfer of immediately available funds payable to or upon 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 Securities Intermediary (as defined in the Stockholders’ Stock Purchase Contract Agreement) and ), of 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 case contributed aggregate purchase price payable pursuant to the Contribution 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 the Put Right unless the principal amount of the Unsecured Notes as to which the Put 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, including their Put Rights, shall be subject to the security interest in such shares in favor of the Corporation provided for in the Pledge Agreement and, in the case of Unsecured Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

Put Right. 5.1. If The Preferred Members have a put right, on the Executive’s employment with terms and conditions set forth in this Section 7.01 (the “Put Right”), to cause 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; providedto redeem, thatfrom time to time, the Executive has continued employment to the end all or any portion of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) Preferred Units then held by the Executive at Preferred Members. To exercise the Put Right, the Preferred Members holding no less than 60% of the outstanding Preferred Units (“Requisite Preferred Holders”) on behalf of all of the Preferred Members, shall notify the Company and Vinco, in writing (a per share price equal “Put Notice”), that the Preferred Members are electing to sell to the Fair Market Value 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 the least six (6) months and one day following receipt of said Preferred Units which may be received from time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights time pursuant to Section 5.1, 3.02. The Company shall be required to consummate the Executive shall have a period of two hundred and ten (210) days following such termination purchase of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate Preferred Units specified in such Put Notice for the amount of Rollover Stock to be sold (the “Redemption Notice”)Put Price. The completion closing of any purchase and sale of the purchases pursuant to the foregoing Preferred Units specified in such Put Notice shall take place at the principal office of Parent by the latest of Company (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 or such other location agreed 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 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 deliver to this Section 5 the Preferred Members t the Put Price (which shall be allocated to the Preferred Members on a pro rata basis based on the number of 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 equal to the Applicable Percentage, as quantified in the formula below, of the Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may be extended as required deliver multiple Put Notices from time to time until such time as all of the Preferred 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 (B), the Applicable Percentage is 50% determined by the Company’s debt financing arrangements (as determined formula: B/A, and the Company shall satisfy the demand by paying 500,000 shares of BBIG Stock in consideration for 500,000 Preferred Units, Preferred Members holding 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 remaining 500,000 Preferred Units 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 ability to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant Put Right for up to the Contribution Agreementamount of the remaining amount of the Preferred Units at any time.

Put Right. 5.1. If If, at any time during the Executive’s employment with period commencing on March 8, 2004 and expiring on March 8, 2005, (a) the Company average daily per-share Closing Price of the Common Stock (the "Average Price") during any period of ninety (90) consecutive Trading Days preceding and including the date of measurement (the "Measurement Date") is terminated greater than the Per-Share Exercise Price in effect on the Measurement Date (ithe "Measurement Date Exercise Price"), and (b) the number of shares of Common Stock held by the Company stockholders other than for Cause (which shall include a Company non-renewal the shares of this Agreement in accordance with Section 1 hereof; provided, that, Common Stock held by CT Management Stockholders and the Executive has continued employment to the end Associated Stockholders as of the Term close of business on the Measurement Date is less than twenty-five million (25,000,000) (as adjusted for any stock dividend, stock split, combination or similar recapitalization), then the Initial Holder and/or any Related Holder(s), as the case may be (and resigns within ten (10not any other Holder) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right (the "Put Right") to sell require the Company to Parent all purchase, subject to the following sentence, the Warrant(s), in whole or in part, held by the Initial Holder and/or the Related Holder. If the Initial Holder and/or any Related Holder, as the case may be, elect(s) to exercise the Put Right, then such Holder(s) shall surrender this Warrant to the Company at the address set forth in Section 11 hereof, accompanied by written notice (the "Put Notice") to the Company of the election of the Holder(s) to require the purchase of the Warrant(s) or a part thereof as specified in the Put Notice (any such part to be expressed in terms of a portion of the number of whole Warrant Shares corresponding to the portion of the Warrant(s) to be purchased) (the "Put Portion") and the Company shall, within sixty (60) days after the Put Notice is given, either as determined in its sole discretion: (x) purchase the Put Portion at the Put Purchase Price and, if only a part of a Holder's Warrant is purchased pursuant to an exercise of the Put Right, issue and deliver to such Holder a new Warrant covering the balance of the shares remaining subject to this Warrant (i.e., those Warrant Shares not included in the Put Portion) and setting forth the proportionate part of Rollover Stock the Aggregate Exercise Price applicable to such balance of Warrant Shares; or (as defined belowy) then held elect not to purchase the Put Portion and provide written notice to such Holder that the Exercise Period shall be extended to continue until March 8, 2008 whereupon this Warrant may continue to be exercised through such date without any further action by the Executive at Company or such Holder. If the Company elects not to purchase the Put Portion pursuant to clause (y) of the foregoing sentence, the Company shall issue and deliver to such Holder a per share price new Warrant reflecting the extended Exercise Period and the Put Right governed in this Section 4 shall terminate and be of no further force and effect without any further action by the Company or such Holder. The "Put Purchase Price" shall be the amount equal to the Fair Market Value at product obtained by multiplying (x) the time amount by which the Average Price exceeds the Measurement Date Exercise Price and (y) the number of delivery shares of a Redemption Notice (Common Stock for which the Put Portion is exercisable as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment date the Put Notice is given. The Company may elect to send written notice pay the Put Purchase Price in cash or in the form of an assignment of the Company's Interest(s) in the Fund(s) or Fund Control Persons, or in any combination of cash and such an assignment, with an aggregate value equal to Parent the Put Purchase Price. The fair market value of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate any Interest(s) in the amount of Rollover Stock Fund(s) or Fund Control Person(s) to be sold (the “Redemption Notice”). The completion of the purchases pursuant to assigned in accordance with 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 accordance with the sole discretion Appraisal Procedures. The Company shall, in connection with any assignment(s) of such Interest(s), execute and deliver written assignment(s) and any additional documents requested by such exercising Holder to complete, confirm or perfect the assignment 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 requiresassigned Interests. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If Within two (2) years from the Executive’s employment with date of the Company is terminated (i) by Closing under the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatSeries A Share Purchase Agreement, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Key Shareholders shall have the right to sell to Parent the 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 deducted from the price payable by the Preferred Shareholder to 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 two years of the Closing, and shall deliver a written notice (as specified in the subsection (c) below) within 10 days from the first and second 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 exercising 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 (“Put Option Notice”). (g) The Preferred Shareholder shall purchase the Shares specified to be sold under the Put Option Notice. The payment of the purchase price can be made in cash or shares issued by the Preferred Shareholder (“Consideration Shares”); (h) At least 50% of the purchase price for the Shares shall be paid in cash up to USD 4,800,000 in aggregate for total annual exercise; provided, however, that (i) if the 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 the Preferred Shareholder, the total annual cash payment can be higher than USD4,800,000. The Preferred Shareholder shall, within forty-five (45) days upon receipt of the notice described above from the Key Shareholder(s) exercising the right created hereby, elect to pay the purchase price in cash or the Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Consideration Shares shall be the average weighted trading price of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to Preferred Shareholder in the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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) past thirty (30) trading days following prior to 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 date 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 requiresPut Option Notice]. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) With respect to any Management Stockholder, within 90 days following the Executive’s later to occur of (i) the date on which such Management Stockholder's employment with the Company is terminated (iA) by reason of such Management Stockholder's death, disability or retirement, (B) by such Management Stockholder for Good Reason (as defined in such Management Stockholder's employment agreement with the Company) or (C) by the Company other without Cause and (ii) the seventh anniversary of the Closing Date if on such date such Management Stockholder's employment with the Company has terminated, such Management Stockholder (the "Putting Stockholder") shall have the right to require the Company to repurchase all (but not less than for Cause all) of the Additional Shares held by the Putting Shareholder (which shall include the "Put") by delivering a written notice to the Company non-renewal specifying the number of this Agreement in accordance with Section 1 hereof; provided, thatshares to be repurchased (the "Put Notice"). (b) Promptly following delivery of the Put Notice, the Executive has continued employment Company and the Putting Stockholder shall in good faith determine the Put Price as provided hereunder, and subject to the end of the Term and resigns provisions hereof, within ten (10) days following after the end determination of the TermPut Price, the Company shall purchase and the Putting Stockholder shall sell the number of the Putting Shareholder's Additional Stockholder Shares specified in the Put Notice at a mutually agreeable time and place (the "Put Closing")) or due . Notwithstanding anything in this Section 5 to the Executive’s Disabilitycontrary, if (iiand only if) by it is determined, in accordance with the Executive for Good Reason or (iii) due to terms hereof, that the Executive’s deathPut Price is less than the Original Cost of the Additional Stockholder Shares being repurchased, then the Executive Putting Stockholder shall have the right to sell to Parent all rescind the Put Notice within three (3) days after the determination of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal Put Price and such Additional Stockholder Shares shall remain subject to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases repurchase pursuant to the foregoing terms and conditions of this Section 5. (c) At the Put Closing, the Putting Stockholder shall take place at deliver to the principal office of Parent Company certificates representing the Putting Stockholder's Additional Stockholder Shares to be repurchased by the latest Company free and clear of (A) all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and 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 Company shall deliver to the Stockholders’ Agreement (as defined below) Putting Stockholder the Put Price by cashier's or (C) thirty (30) days following certified check payable to the Executive’s delivery Putting Stockholder or by wire transfer of a Redemption Noticeimmediately available funds to an account designated by the Putting Stockholder; provided, that the deadline for Company shall have no obligation to so pay the Put Price if and to the extent such payment is prohibited by the Company pursuant to this Section 5 may be extended as required from time to time provisions of applicable state law or by the Company’s debt financing arrangements (as determined in the sole discretion provisions of the BoardCompany's debt instruments (including, without limitation, the Senior Credit Agreement) or if would cause the Executive has failed Company to comply with Section 5.3violate 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. The price, if any, payable as described Notwithstanding anything to the contrary in this Section 5 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 by delivery to in the Executive form of a certified bank check or checks subordinated promissory note (a "Put Note"), bearing interest at the then applicable federal rate and otherwise 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 form attached hereto as Exhibit B. 5.4(d) The "Put Price" of the Putting Stockholders Additional Stockholder Shares to be repurchased shall mean a price equal to 80% of the Fair Market Value of such Additional Stockholder Shares. All capitalized terms used Any fees and expenses of an Independent Appraiser incurred in this Section 5 that are not otherwise defined in this Employment Agreement connection with the determination of the Put Price shall have be borne equally by 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) Company 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 case contributed pursuant to the Contribution AgreementPutting Stockholder.

Put Right. 5.1Section 12.1. If Put at the Executive’s employment with Option of the Holder. At any time on or after the fifth anniversary of the Closing Date, the holder of this Warrant or any Warrant Shares may elect to cause the Company to repurchase all the Warrants and all Warrant Shares (including all such Warrant Shares issued upon exercise of any other Warrant) for cash at (a) if the Company is terminated a Listed Company, the Current Market Price, or (ib) by if the Company other than for Cause (which shall include is not a Company non-renewal of this Agreement Listed Company, the applicable price determined in accordance with Section 1 hereof; provided, that, 12.2. The Company shall identify the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) Independent Financial Expert selected by the Executive for Good Reason or (iii) due Company to determine the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock Appraised Market Value (as defined below) then held of the Company. The holder of this Warrant and any Warrant Shares shall appoint a second Independent Financial Expert and both such Independent Financial Experts shall be instructed to use their best efforts to complete their appraisals pursuant to Section 12.2 within 30 days. If the holders of Warrants and Warrant Shares are unable to agree on the identity of a second Independent Financial Expert, such second Independent Financial Expert shall be appointed by the Executive at a per share price equal to holder or holders participating in such appointment having Warrants representing the Fair Market Value at the time highest aggregate number of delivery shares of a Redemption Notice Common Stock (as defined belowincluding Warrant Shares). 5.2. If (c) The holder of this Warrant or any Warrant Shares may exercise its right to cause the Executive intends Company to exercise his rights pursuant repurchase up to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination one-third of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate Warrants and all Warrant Shares on the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 Repurchase Date (as defined below) or pursuant to subsection (Cb) thirty (30) above by written notice to the Company, which notice shall be given no later than 15 days following after the Executive’s delivery Appraised Market Value of a Redemption Notice; provided, that the deadline for payment by the Company is determined 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 requires12.2. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If the 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his her rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his her intention to exercise his her rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 her 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1(a) Holders of Registrable Shares other than Lori ▇. If ▇▇▇▇▇ ▇▇▇ Jerr▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have the Executive’s employment with right, for the seven (7) days immediately following the first anniversary of the Closing Date (the "ANNIVERSARY DATE"), to put their Registrable Shares to the Company is terminated (i) by if 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 average closing price per share of the Term and resigns within Parent Common Stock as reported on the Nasdaq National Market ("NASDAQ") for the ten (10) consecutive trading days following ending on the end Anniversary Date (the "ANNIVERSARY VALUE") is less than $9.50 per share of the Term)) or due to the Executive’s DisabilityParent Common Stock. In such a case, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive each Holder shall have the right to sell cause the Company to Parent all repurchase the total number of the shares of Rollover Stock (as defined below) then Registrable Securities held by the Executive such Holder at a price of $9.50 per share price equal share. (b) Each Holder desiring to exercise the put right in paragraph (a) shall deliver to the Fair Market Value at Company, in accordance with Section 15, an Exercise Notice in the time of delivery of a Redemption Notice form attached hereto as Exhibit A within seven (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 (307) days following the Executive’s delivery Anniversary Date. Such Exercise Notice shall state the number of a Redemption Notice; provided, that the deadline for payment Registrable Securities to be repurchased by the Company from the Holder (the "REPURCHASE SHARES"). Upon receipt of such notice, the Company will notify the transfer agent for the Parent Common Stock that the number of Repurchase Shares shall be removed from the aggregate holdings of such Holder in the stock records of the Company and transferred to the treasury of the Company. The Company shall also pay the Holder, by wire transfer or check mailed to the most current address given by such Holder in accordance with the provisions of Section 15, an amount equal to (i) $9.50 multiplied by (ii) the number of Repurchase Shares. (c) In no event shall the rights provided to Holders pursuant to this Section 5 may 12 be extended as required from time to time exercisable if the exercise of such rights would adversely affect any transaction being contemplated by the Company’s debt financing arrangements (Company that is intended to be accounted for as determined a pooling of interests at the time such rights become exercisable; provided, however, that any exercise rights so affected by a pooling transaction shall become exercisable in accordance with this Section 12 upon the sole discretion cessation 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 restrictions imposed 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 requirespooling transaction. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. Notwithstanding the provisions of Section 2.2 (other than --------- subparagraph (g) thereof) hereof: (a) If the Executive’s employment with the Company is terminated (i) of a Management Member by the Company other than or any of its Subsidiaries is terminated by the Company without Cause or by such Management Member for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, thatGood Reason, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive Management Member shall have the right to sell require the Company to Parent purchase (the "Put Right") all but not less than all of the shares of Rollover Stock Class A Interests owned by such Management Member (as defined belowand his Permitted Transferees) then held at the Investment Price for such Class A Interests. The Put Right shall be exercised by the Executive at a per share price equal to the Fair Market Value at the time of Management Member by delivery of a Redemption Notice written notice (as defined below)the "Put Notice") to the Company no later than one hundred (100) days after termination of employment. 5.2. If (b) The closing of any purchase of Class A Interests by the Executive intends to exercise his rights Company pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (2102.3(a) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of Parent by the latest of (A) Company no later than the two hundred and tenth (210th) 180th day following the Executive’s after termination of employment. At such closing, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A Company shall deliver to the Stockholders’ Agreement 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 below) or (C) thirty (30) days following in the Executive’s delivery of a Redemption Notice; providedOperating Agreement, that Marconi shall have the deadline for payment by 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 5 2.3(d), provided however, that said right may be extended as required from time to time exercised by Marconi only if (i) the Company’s debt financing arrangements Fixed Charge Coverage Ratio (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 defined under and calculated as described in this Section 5 shall 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 paid by delivery to issued had been issued at the Executive beginning of a certified bank check said four (4) quarter period; and (ii) no Default or checks 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 full amount payable to form it is on the order of the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchaseddate hereof, 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 Marconi shall have the meaning set forth right (by giving two (2) days' written notice to the Company) to require the Company to redeem all of the 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 Stockholders’ Agreement dated as eleventh (11th) anniversary of June 1, 2011, by and among B-Corp Holdings, Inc., the Existing Owner Group Effective Date (as defined in the Stockholders’ Operating Agreement) and the Management Stockholders thereto (Company shall redeem all of the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in the Stockholders’ Agreement) acquired pursuant to exercise of PIK Preferred Interest for an Option or (ii) a share of Common Stock, in each case contributed pursuant amount equal to the Capital Contribution Agreementattributable 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. 5.1. If the Executive’s employment with the Company is terminated (i) by If (x) the Company transaction constituting the Purchase Event is for consideration other than for Cause all cash consideration and (which y) the Person acquiring Issuer in such transaction (A) is not publicly traded (i.e., listed on a national securities exchange or the NASDAQ System) or (B) has an aggregate market capitalization, as of the close of trading on the next trading day immediately following the closing of the such transaction, not in excess of $1,000,000,000, each Registered Holder (as defined in Section 7B below) shall include a Company non-renewal have the right, upon notice given to Issuer prior to the termination of this Agreement Option and the Registered Holder’s exercise hereof, to cause Issuer to repurchase all, but not less than all, of such Registered Holder’s right, title and interest in accordance with the Option. The purchase price payable to a Registered Holder under this Section 1 hereof; provided, that, 1E (the Executive has continued employment “Option Repurchase Price”) shall be the amount of cash equal to the end twenty percent (20%) of the Term product obtained by multiplying (i) maximum number of shares of Common Stock purchasable by such Registered Holder under this Option and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or Exercise Price. (iiiii) due to the Executive’s death, the Executive shall have the The Registered Holder may exercise its right to sell require Issuer to Parent all of repurchase the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 Option pursuant to this Section 5 may be extended 1E by surrendering for such purpose to Issuer, 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 required from time to time by practicable, and in any event within five (5) business days after the Company’s debt financing arrangements (as determined in the sole discretion surrender of the Board) Option and the receipt of such notice relating thereto, Issuer shall deliver or cause to be delivered to the Registered Holder the Option Repurchase Price; provided that if the Executive has failed Registered Holder surrenders the Option and provides such notice prior to comply with Section 5.3. The priceconsummation of the transaction constituting the Purchase Event, if any, payable as described in this Section 5 Issuer shall deliver or cause to be paid by delivery delivered to the Executive Registered Holder the Option Repurchase Price upon consummation 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 requiresPurchase Event. 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 case contributed pursuant to the Contribution Agreement.

Put Right. 5.1. If (a) Notwithstanding anything to the Executive’s employment with contrary in Section 7.5, during 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; providedperiod commencing on November 2, that2012 and ending on February 2, 2013, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall Minority Member will have the right to sell require the Company to Parent all purchase 46,497 (or such lesser amount as may be agreed upon by the Minority Member and the Company) of the shares Common Units held by the Minority Member for an aggregate purchase price equal to the Undiscounted Put Purchase Price by delivering written notice of Rollover Stock the exercise of such right to the Manager (the “First Undiscounted Put Notice”). The date on which the Manager receives the First Undiscounted Put Notice hereinafter is referred to as the “First Undiscounted Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Undiscounted Put Purchase Price applicable to the First Undiscounted Put Closing (as defined below) then held by ), the Executive at a per share price equal specified date with respect to the Fair Market Put Equity Value at Per Common Unit shall be the time last day of delivery of a Redemption Notice the calendar month ending immediately prior to the First Put Closing Date (as defined below). 5.2. If (b) Notwithstanding anything to the Executive intends to exercise his rights pursuant to contrary in Section 5.17.5, during the period commencing on November 2, 2012 and ending on February 2, 2013, the Executive shall Minority Member will have a period of two hundred the right to require the Company to purchase 7,446 (or such lesser amount as may be agreed upon by the Minority Member and ten (210the Company) days following such termination of the Executive’s employment Common Units held by the Minority Member for an aggregate purchase price equal to send the Original Put Purchase Price by delivering written notice of the exercise of such right to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold Manager (the “Redemption Original Put Notice”). The completion date on which the Manager receives the Original Put Notice hereinafter is referred to as the “Original Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Original Put Purchase Price applicable to the Original Put Closing (as defined below), the specified date with respect to the Original Put Equity Value Per Common Unit shall be the last day of the purchases calendar month ending immediately prior to the Original Put Closing Date (as defined below). (c) Notwithstanding anything to the contrary in Section 7.5, during the period commencing on November 2, 2013 and ending on February 2, 2014, the Minority Member will have the right to require the Company to purchase all of the Remaining Undiscounted Common Units (or such lesser amount as may be agreed upon by the Minority Member and the Company) held by the Minority Member for an aggregate purchase price equal to the Undiscounted Put Purchase Price by delivering written notice of the exercise of such right to the Manager (the “Second Undiscounted Put Notice,” and together with the First Undiscounted Put Notice, each an “Undiscounted Put Notice”). The date on which the Manager receives the Second Undiscounted Put Notice hereinafter is referred to as the “Second Undiscounted Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Undiscounted Put Purchase Price applicable to the Second Undiscounted Put Closing (as defined below), the specified date with respect to the Undiscounted Put Equity Value Per Common Unit shall be the last day of the calendar month ending immediately prior to the Second Undiscounted Put Closing Date (as defined below). (d) The Company shall be obligated to purchase all of the Minority Member’s Common Units to be purchased pursuant to Section 7.7(a) or Section 7.7(c) hereof (in either such case, the foregoing shall take place “Undiscounted Put Securities”), at a closing (such closing with respect to the principal office of Parent First Undiscounted Put Notice, the “First Undiscounted Put Closing,” and such closing with respect to the Second Undiscounted Put Notice, the “Second Undiscounted Put Closing,” and together with the First Undiscounted Put Closing, each an “Undiscounted Put Closing”) on such date as mutually agreed to by the latest Manager and the Minority Member, which date shall not be prior to the later of (i) with respect to the First Undiscounted Put Closing, (1) sixty (60) days after the First Undiscounted Put Delivery Date or (2) ten (10) days after the final determination of the Undiscounted Put Purchase Price applicable to the First Undiscounted Put Closing pursuant to Section 7.7(d) (such date of closing, the “First Undiscounted Put Closing Date”), or (ii) with respect to the Second Undiscounted Put Closing, (1) sixty (60) days after the Second Undiscounted Put Delivery Date or (2) ten (10) days after the final determination of the Undiscounted Put Purchase Price applicable to the Second Undiscounted Put Closing pursuant to Section 7.7(d) (such date of closing, the “Second Undiscounted Put Closing Date”). At the applicable Undiscounted Put Closing, (i) the Minority Member shall (A) endorse and deliver to the Manager any certificates (but only if certificates representing Common Units have been issued) representing the Undiscounted Put Securities held by the Minority Member to be purchased by the Company at such Undiscounted Put Closing, (B) execute and deliver any other instruments requested by the Manager to evidence the purchase of the Undiscounted Put Securities by the Company at such Undiscounted Put Closing, and (C) execute and deliver to the Manager a Transfer Agreement, and (ii) (A) the two hundred Company shall pay to the Minority Member all or such portion of the applicable Undiscounted Put Purchase Price by wire transfer of immediately available funds that the Company is permitted to pay at such time pursuant to the terms and tenth conditions of the Senior Credit Agreement and (210thB) day following to the Executiveextent that any portion of such Undiscounted Put Purchase Price is not paid in cash at such Undiscounted Put Closing, then the Company shall issue and deliver to the Minority Member a Put Note in an aggregate principal amount equal to the unpaid portion of the Undiscounted Put Purchase Price to be paid at such Put Closing. (e) The Company shall be obligated to purchase all of the Minority Member’s termination Common Units to be purchased pursuant to Section 7.7(b) hereof (in either such case, the “Original Put Securities”), at a closing (the “Original Put Closing,”) on such date as mutually agreed to by the Manager and the Minority Member, which date shall not be prior to the later of employment(1) sixty (60) days after the Original Put Delivery Date or (2) ten (10) days after the final determination of the Original Put Purchase Price applicable to the Original Put Closing pursuant to Section 7.7(g) (such date of closing, the “Original Put Closing Date”.) At the Original Put Closing, (i) the Minority Member shall (A) endorse and deliver to the Manager any certificates (but only if certificates representing Common Units have been issued) representing the Put Securities held by the Minority Member to be purchased by the Company at such Original Put Closing, (B) execute and deliver any other instruments requested by the tenth (10th) day following Manager to evidence the determination purchase of Fair Market Value as provided in Annex A to the Stockholders’ Agreement (as defined below) or Original Put Securities by the Company at such Original Put Closing, and (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 execute and deliver to the Executive of Manager 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 purchasedTransfer Agreement, 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 (A) the Company shall pay to the Minority Member all or such portion of Common Stock, in each case contributed the applicable Original Put Purchase Price by wire transfer of immediately available funds that the Company is permitted to pay at such time pursuant to the Contribution Agreementterms and conditions of the Senior Credit Agreement and (B) to the extent that any portion of such Undiscounted Put Purchase Price is not paid in cash at such Original Put Closing, then the Company shall issue and deliver to the Minority Member a Put Note in an aggregate principal amount equal to the unpaid portion of the Original Put Purchase Price to be paid at such Put Closing.

Put Right. 5.1(a) Gotesco, Jose ▇. If ▇▇ and Joel ▇. ▇▇ (collectively, the Executive’s employment with "Go Holders") may by written notice delivered to Nextel during the Company is terminated ten-day period beginning on the date nine months from the date hereof (ithe "Put Period") require Nextel to purchase all, but not less than all, of the Shares owned 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, Go Holders at the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock Go Put Price (as defined below) then held by (the Executive "Go Put Right"). Nextel and the selling Stockholders will close the purchase of any such Shares within 30 days after the end of the Put Period. (b) Subject to Section 8.1(d), regardless of Go Holders' percentage ownership of the Company during the Put/Call Period, the Go Put Price shall equal, at a per share price Nextel's option, either U.S.$9,410,000 or 376,400,000 Pesos. (c) The Go Put Price shall be increased in an amount (such amount being denominated, at Nextel's option, in either Pesos or U.S. Dollars) equal to the Fair Market Value at loss suffered by the time Go Holders with respect to the Advances as a result of delivery the devaluation of a Redemption Notice (the Peso between the date such Advances were made, calculated based on the average of the buy and sell rates for the Peso against the U.S. Dollar as defined below)published by The Chase Manhattan Bank N.A. on such dates, and 40 Pesos per U.S. Dollar. 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive (d) The Go Put Right shall have a period automatically terminate and be of two hundred no further force and ten effect if (210i) days following such termination any of the Executive’s employment Go Holders Transfer or have Transferred any of the shares of capital stock of the Company owned by them as of December 31, 1997 to send written notice any other Person or (ii) any of the Go Holders breach any of the terms of this Agreement. Nothing contained in this Section 8.1 shall prevent the Go Holders from transferring shares of the Common Stock in accordance with Sections 5 and 6 of the Stockholders Agreement. (e) If Nextel fails to Parent purchase any Shares as required by this Section 8.1 within 30 days after the end of his intention to exercise his rights pursuant to Section 5.1the Put Period, which notice Nextel shall indicate the amount of Rollover Stock Transfer or cause to be sold (Transferred Shares to the “Redemption Notice”). The completion Go Holders such that in the aggregate the Go Holders would hold the same percentage ownership of the purchases pursuant to Company after such Transfer, assuming conversion of all convertible securities and assuming the foregoing shall take place at the principal office of Parent Go Holders retained ownership over any Shares Transferred by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employmentGo Holders after December 31, (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 price1997, 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 Go Holders held as of June 1December 31, 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 case contributed pursuant to the Contribution Agreement1997.

Put Right. 5.1. If At any time after April 19, 2008 and prior to April 19, 2012, any Partner who has held Units for at least three years (the Executive’s employment with the Company is terminated (i“Put Partner”) 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the shares of Rollover Stock redemption (as defined belowthe “Requested Redemption Date”) then held by the Executive at a per share price equal and be delivered to the Fair Market Value General Partner at least 60 calendar days in advance of the time Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of delivery of a Redemption Notice (as defined below). 5.2the General Partner. If the Executive intends to exercise his rights pursuant to Section 5.1General Partner determines that sufficient funds are available, the Executive request shall have a period of two hundred be granted, and ten (210) the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days following such termination thereafter, 92% of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion Unreturned Invested Capital of the purchases pursuant Put Partner with respect to the foregoing shall take place at redeemed Units determined as of the principal office date 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 redemption; 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 sum of the Company pursuant to this Section 5 may be extended as required from time to time by percentage interests in Partnership capital or profits transferred during the Company’s debt financing arrangements (taxable year of the Partnership does not exceed 10% of the total interests in partnership capital or profits as determined in the sole discretion of the Board) General Partner. Notwithstanding the foregoing, at no time during any 12-month period, may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the Executive has failed requested redemption would cause the number of Units redeemed by the Partnership 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 exceed 2% of the Executive against delivery number of certificates or other instruments representing Units outstanding at 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 beginning of 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 Non12-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.month period, the Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” Partnership shall mean either (i) Common Stock (as defined in decline to perform the Stockholders’ Agreement) acquired pursuant to exercise of an Option requested redemption or (ii) a share perform the requested redemption solely to the extent such redemption does not violate the provisions of Common StockSection 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in each case contributed pursuant the event any state or local transfer tax is payable as a result of the transfer of its Units to the Contribution AgreementPartnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax.

Put Right. 5.1. If (a) Each Seller shall have, commencing on the Executive’s employment 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 Company is terminated (i“Seller Option Shares”) by and Buyer shall have the Company other than for Cause (which shall include a Company non-renewal of this Agreement obligation to purchase such Seller Option Shares in accordance with this Section 1 hereof; provided, that5.4. (b) In order to exercise the Put Right during the Put Exercise Period, the Executive has continued employment exercising Seller shall deliver to the end Buyer between January 1 and March 31 of the Term and resigns within ten 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 (10) days following the end it being understood that no exercise of the TermPut 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) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s deathon a Business Day, the Executive shall have date of exercise (the right to sell to Parent all “Put Notice Date”) of the shares Put Right shall be the date of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time such delivery of such notice. The delivery of a Redemption Notice put notice in accordance herewith shall constitute a binding obligation (as defined below)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. 5.2. If (c) The closing for the Executive intends to exercise his rights purchase and sale of the Seller Option Shares pursuant to this Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing 5.4 shall take place at the principal office offices of Parent by the latest of Company on the first Business Day which is fifteen (A15) days after the Put Notice Date (or such other date as the Buyer and applicable Seller may agree). At such closing, (i) the two hundred and tenth (210th) day following Buyer shall pay 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 Call/Put Price 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 Seller Option Shares 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 the applicable Seller shall deliver instruments of Common Stock, in each case contributed pursuant assignment and other agreements and documents reasonably satisfactory to the Contribution AgreementBuyer effectively assigning the Seller Option Shares held by such Seller, free and clear of all Claims.

Put Right. 5.1. If the 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 resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the 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 case contributed pursuant to the Contribution Agreement.