Common use of Put Right Clause in Contracts

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If (a) Upon the occurrence of a Transferring Holder Transfers any Shares in contravention of Put Event, the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if KO Shareholders shall have the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder right (a “Put NoticeRight”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within ten (10) 15 days after the later of (i) the closing date of the sale to first meeting of the Proposed Transferee and (ii) KO Board of Directors which is held at least 30 days after the date on upon which such Co-Sale Participant becomes aware the KO Shareholders receive written notice of the Prohibited Transfer or determination of the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject Put Price pursuant to Section 3.4(g)(ii5.1(b). (b) that is equal Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price 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 conditionsdetermined as follows: (i) The price per share at which If the shares to be purchased by the Majority Shareholders pursuant to the Put Shares Right are to be sold to shares of Series A Stock, the Transferring Holder Put Price for such shares shall be equal mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the price per share that request by the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at KO Shareholders for the closing of the sale to the Proposed Transferee. Such purchase price determination of the Put Shares 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 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 paid in cash or such other consideration as the Proposed Transferee received an internationally recognized firm with experience in the Prohibited Transferanalysis of soft drink businesses. Seller The third investment banking firm so selected shall also reimburse within forty-five days from the Co-Sale Participant for any date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant binding to the exercise or attempted exercise parties. The cost of such Co-Sale Participant’s Co-Sale Right pursuant 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 Sections 3.4(a) through (f)select an investment banker or fails to cooperate with such banker as described herein, inclusivein 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 exercise investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its rights under this Section 3.4(g) with respect 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 SharesPrice to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder 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) The Put If the Shares to be sold purchase by the Majority Shareholders pursuant to the Proposed Transferee shall be Put Right are shares 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 typeSeries B Stock, the Put Shares Price shall be the Market Value of such shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof)Series B Stock. (iiic) The closing If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant prior written consent shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares be deemed to be solda waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, each certificate however, that such written consent shall not be deemed to be properly endorsed a waiver of their Put Right for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount purposes of reimbursable fees and expenses, as specified in Section 3.4(g)(i)any other transaction which might be deemed to constitute a Put Event.

Put Right. If Without prejudice to any other rights and remedies available to any Investor, in the event of a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if each Investor shall have the Proposed Transferee of Available Shares desires right to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale sell to the Proposed Transferee Selling Shareholder the type and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Ordinary Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant Investor would have been entitled to Transfer transfer to the Proposed Transferee (purchaser under Section 5.1 hereof had the “Put Shares”)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 Put Shares are to be sold to the Transferring Holder Selling Shareholder shall be equal to the price per share that paid by the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale purchaser 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 Selling Shareholder in the Prohibited Transfer. Seller The Selling Shareholder shall also reimburse the Co-Sale Participant each Investor for any and all reasonable fees and expenses, including, but not limited to, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Co-Sale ParticipantInvestor’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 Shares5. (ii) The Put Each Investor 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 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 be sold to transferred by 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)Investor. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closingSelling Shareholder shall, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately promptly upon receipt thereofof the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to each such Transferring Holder shall pay Investor the aggregate purchase price thereforfor the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 3.4(g)(i4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto), and Majority Series C Preferred Shareholders.

Put Right. 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 “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a Transferring Holder Transfers any Shares requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in contravention advance of the CoRequested 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 the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the 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 General Partner. Notwithstanding the foregoing, at no time during any 12-Sale Right under this Agreement (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 “Prohibited Transfer”)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 Proposed Transferee requested redemption would cause the number of Available Shares desires Units redeemed by the Partnership to purchase a classexceed 2% of the number of Units outstanding at the beginning of such 12-month period, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of Partnership shall either (i) decline to perform the closing of the sale to the Proposed Transferee and requested redemption or (ii) perform the date on which requested redemption solely to the extent such Co-Sale Participant becomes aware redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the Prohibited Transfer or General Partner. Each Put Partner covenants and agrees with the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant Partnership and the General Partner 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 all Units delivered in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 connection with the exercise of its rights the put right under this Section 3.4(g9.4 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) with respect 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 Shares. (ii) The Partner’s Units or the exercise of the put right. Each Put Shares to be sold Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Proposed Transferee shall be of the same class Partnership 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 typeGeneral Partner, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be soldrespectively, each certificate to be properly endorsed for transfer, such Put Partner shall assume and immediately upon receipt thereof, pay such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)transfer tax.

Put Right. If a Transferring Holder Transfers any Shares in contravention In the event of an Illiquid Exit Transaction, notwithstanding the foregoing and the provisions of Section 4(b) above, at the signed written request of the Co-Sale Right under this Agreement 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 (a as the case may be, the “Prohibited TransferIET Buyer”), or if that 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 Warrant be purchased under this Section 4(b) (the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”), such Put Notice to be delivered or not in the sole discretion of the Holder at any time during the Put Notice Period, the Company or, after the consummation of such Illiquid Exit Transaction, the IET Buyer (as the case may be, the “Put Purchaser”) shall 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 Holder and the Put Purchaser have not agreed upon the Put Price within three (3) Business Days, the Appraiser to determine the Appraised Value. The “Put Closing Date” shall occur only if such Illiquid Exit Transaction is consummated, and shall occur on the date of the consummation of such Illiquid Exit Transaction or, if the Put Notice is received after the consummation of such Illiquid Exit Transaction, shall occur on a date selected by the 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 definition, be an amount equal to the “Net Number” (as defined in Section 1(e)) multiplied by the number “B” (as determined in accordance such Section 1(e)). “Appraised Value” means an amount in U.S. Dollars equal the value determined by the Appraiser, as of the date of the consummation of the Illiquid Exit Transaction, of the proceeds of the Illiquid Exit Transaction that would have been received by the Holder had the Holder immediately prior to the consummation of such Illiquid Exit Transaction had exercised this Warrant in full pursuant to a Cashless Exercise and received the proceeds from the consummation of such Illiquid Exit Transaction attributable to the Common Stock that would have been received upon such Cashless Exercise. “Appraiser” shall mean Valuation Research Corporation (“VRC”) or if VRC is unavailable, Duff & P▇▇▇▇▇ (“D▇▇▇”) or if Duff is unavailable such other appraiser of similar standing that is selected by Holder and reasonably acceptable to the Company. The Put Purchaser shall instruct the Appraiser to determine the Appraised Value within ten (10) days Business Days after the later of (i) Appraiser receives the closing submissions of the sale to Holder and the Proposed Transferee and (ii) Put Purchaser, solely on the date on which such Co-Sale Participant becomes aware basis of the Prohibited Transfer or submissions of 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 Holder and the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee Put Purchaser (the “Put SharesAppraisal Parties”). Such sale shall be made ) and, subject to clause (y) below, not on the following terms and conditions: (i) The price per share at which basis of an independent review; the Put Shares are Purchaser shall instruct the Appraiser: (x) to be sold assign a value as to any particular asset, liability or other item relevant to its determination no higher than 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 highest value asserted by either of the sale to Appraisal Parties and no lower than the Proposed Transferee. Such purchase price lowest value asserted by either of the Put Shares shall 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 cash the Illiquid Exit Transaction is subject to escrow for indemnity relating to representations, warranties or non-compliance with covenants under the documents governing such other Illiquid Exit Transaction, to deem the consideration as received for the Proposed Transferee received purposes of determining the Appraised Value, but in the Prohibited Transfer. Seller shall also reimburse event the Co-Sale Participant for any and all fees and expensesconsideration to be paid is subject to an earn out or future contingency, 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 determine that the Put Shares. (ii) Price may be paid in installments once such earn out or future contingency is determined in accordance with one or more installments based on an aggregate Appraised Value apportioned among such installments. The Put Shares to be sold to Purchaser and the Proposed Transferee Holder 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) The closing of such sale to the Transferring Holder will occur make their submissions within ten (10) days after Business Days of the date engagement of such Co-Sale Participant’s Put Notice the Appraiser, but the Appraiser shall, in its sole discretion be permitted to such Transferring Holderconsider late submissions to the extent the Appraiser determines that the late submission was delayed for good reason and the late submission would materially affect its determination. At such closingIn the event that there is a dispute regarding any matter that has been agreed to be resolved pursuant to Section 13, the Co-Sale Participant Put Purchaser shall deliver instruct the Appraiser to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, delay commencement of work until such Transferring Holder shall pay the aggregate purchase price therefordispute has been resolved in accordance with Section 13, and the amount Appraiser shall consider as conclusive the determination of reimbursable fees the investment bank or accounting firm made under Section 13 with respect to such matter. In the event that either the Put Purchaser or the Holder assert to the Appraiser that the consideration to be received pursuant to the consummation of such Illiquid Exit Transaction cannot be determined because the provisions governing such consideration (the “Proceeds Provisions”) are under negotiation or are otherwise not final, the Put Purchaser and expensesthe Holder shall nevertheless make their submissions, as specified 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 Section 3.4(g)(ithe 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. If (a) Upon the occurrence of a Transferring Holder Transfers any Shares in contravention of Put Event, the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if KO Shareholders shall have the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder right (a “Put NoticeRight”) t 1 require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.l (b). For purposes of this Section 5. I, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Acquired Shares and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within ten (10) 15 days after the later of (i) the closing date of the sale to first meeting of the Proposed Transferee and (ii) KO Board of Directors which is held at least 30 days after the date on upon which such Co-Sale Participant becomes aware the KO Shareholders receive written notice of the Prohibited Transfer or determination of the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject Put Price pursuant to Section 3.4(g)(ii)5.1 (b) that is equal Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price 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 conditionsdetermined as follows: (i) The price per share at which If the shares to be purchased by the Majority Shareholders pursuant to the Put Shares Right are to be sold to shares of Class A Stock, the Transferring Holder Put Price for such shares shall be equal mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the price per share that request by the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at KO Shareholders for the closing of the sale to the Proposed Transferee. Such purchase price determination of the Put Shares 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 paid in cash or such other consideration as the Proposed Transferee received an internationally recognized firm with experience in the Prohibited Transferanalysis of soft drink businesses. Seller The third investment banking firm so selected shall also reimburse within forty-five days from the Co-Sale Participant for any date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to binding on the exercise or attempted exercise parties. The cost of such Co-Sale Participant’s Co-Sale Right pursuant 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 Sections 3.4(a) through (f)select an investment banker or fails to cooperate with such banker as described herein, inclusivein 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 exercise investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its rights under this Section 3.4(g) with respect 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 SharesPrice to the parties within thirty days following the selection of such banker. The Put Price of the shares of Class A Stock shall be the price that a holder 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) The Put If the Shares to be sold purchased by the Majority Shareholders pursuant 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 Right are shares of Common Stock (or Preferred Stock convertible into Class B Stock, the Put Price shall be the Market Value of such shares of Common Stock at the option of the holder thereof)or Class B Stock. (iiic) The closing If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant prior written consent shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares be deemed to be solda waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, each certificate however, that such written consent shall not be deemed to be properly endorsed a waiver of their Put Right for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount purposes of reimbursable fees and expenses, as specified in Section 3.4(g)(i)any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) If at any time a Management Holder’s Employment shall be terminated by reason of such Management Holder’s death or Permanent Disability, except as otherwise provided in any written agreement between the Company and such Management Holder, such Management Holder (and each Permitted Management Holder Transferee of such Management Holder who has been transferred Stock pursuant to this Agreement by such Management Holder) shall have the right, but not the obligation, to sell, and the Company shall be required to purchase, all (but not less than all) of the Stock owned by that Management Holder and any Permitted Management Holder Transferee (the “Put Option”, and such Stock subject to the Put Option, the “Put Eligible Stock”) at the Put Option Price. (b) If a Transferring Management Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a classexercise its Put Option, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of it shall deliver written notice to such Transferring Holder thereof (a “Put Notice”) within to the Company no earlier than one hundred and eighty-one (181) days and no later than two hundred and ten (10210) days after following the later of (ix) the closing termination of the sale Management Holder’s Employment and (y) receipt of Option Stock by such Management Holder in connection with a post-termination exercise in accordance with the Option Plan. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Proposed Transferee Company certificates representing the shares of Put Eligible Stock, free and (ii) clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the date on which such Co-Sale Participant becomes aware principal office of the Prohibited Transfer or Company on the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number sixtieth (60th) day after delivery of Shares (subject to Section 3.4(g)(ii)) that is equal the Put Notice to the number Company. The Company will pay the proceeds from the purchase of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer the Put Eligible Stock pursuant to the Proposed Transferee Put Option (the “Put SharesRepurchase 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 Company’s financing arrangements, or (y) the 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 (the “Put Note”). The Put Note shall bear interest at a rate equal to the Mid-term Applicable Federal Rate plus three percent (3%) from the date of issuance of the Put Note and will be payable quarterly in arrears. Such sale Put Note may be prepaid by the Company in whole at any time or in part from time to time without premium or penalty and shall otherwise be in the form acceptable to the Board; provided, however, that if at any time after such Put Note has been issued the Prepayment Conditions are satisfied, the Put Note shall then be prepaid in full at such time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to make any cash payment pursuant to this Section 9(b) or any cash payment of principal or interest due under a Put Note if the if the Board determines that making such payment would reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. In the event the Company cannot make any cash payment under this Section 9(b) or the cash payments of principal and interest due under a Put Note because of such Board determination, the Company will undertake to make such payments at such time as the Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. Payment of the Put Repurchase Price shall be made on after offset of any bona fide debts owed by the following terms Management Holder to the Company, which will be entitled to receive customary representations and conditions:warranties from the Management Holder or its Permitted Management Holder Transferees, as applicable, regarding such sale and to require all signatures of the Management Holder or its Permitted Management Holder Transferees to be guaranteed. (ic) The price per share at which Upon 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 termination of the sale to Employment of any Management Holder as set forth in Section 9(a), the Proposed Transferee. Such purchase price of the Management Holder’s Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller Option shall also reimburse the Co-Sale Participant for 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) apply with respect to the Put Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall be all Stock held by Affiliates 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)terminated Management Holder. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If The Preferred Members have a Transferring Holder Transfers any Shares put right, on the terms and conditions set forth in contravention of this Section 7.01 (the Co-Sale Right under this Agreement (a “Prohibited TransferPut Right”), to cause the Company to redeem, from time to time, all or if any portion of the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not Preferred Units then held by a Co-Sale Participantthe Preferred Members. To exercise the Put Right, or the Proposed Transferee is unwilling to purchase any securities from Requisite Preferred Holders, on behalf of the Co-Sale ParticipantPreferred Members, such Co-Sale Participant mayshall notify the Company and Xspand, by delivery of written notice to such Transferring Holder in writing (a “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 Company shall be required to consummate the purchase of the Preferred Units specified in such Put Notice for the 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 the Company (or such other location agreed to by the Company and the Requisite Preferred Holders) within on a date determined by the Company, but in any event no later than ten (10) days after the later following receipt of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring HolderNotice. At such closing, the Co-Sale Participant Company shall deliver to the Transferring Holder the certificate or certificates representing Preferred Members the Put Shares Price (which shall be allocated to be soldthe 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 number of shares of Xspand Common Stock equal to the Applicable Percentage of the Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, each certificate the Requisite Preferred Holders may deliver multiple Put Notices from time to be properly endorsed for transfer, and immediately upon receipt thereof, time until such Transferring Holder shall pay time as all of the aggregate purchase price therefor, and Preferred Units have been redeemed from the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Preferred Members.

Put Right. If a Transferring Subject to the limitations on repurchases of shares under the Delaware General Corporation Law and the terms and conditions set forth herein, the Company hereby grants each Holder Transfers 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) At any Shares in contravention time on or following May 5, 2033, such Holder may require, upon delivery to the Company of the CoPut Exercise Notice, the Company to purchase up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares (each rounded down to the nearest whole share) then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price. (ii) At any time on or 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 applicable Put Purchase Price. (iii) In the case of a Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase upon the consummation of such Trigger IPO or SPAC Transaction up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iii) may be conditioned on the consummation of such Trigger IPO or SPAC Transaction. (iv) In the case of a Sale of the Company, such Holder may require, upon delivery to the 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 per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iv) may be conditioned on the consummation of such Sale of the Company. Notwithstanding anything to the contrary in this Section 2(a), any such exercise of the Put Right with respect to Perpetual-1 Preferred Stock (the “PP-1 Payment”) pursuant to clauses (iii) or (iv) above shall be conditioned upon either (a) the prior or concurrent payment in full of any then-Sale Right under this Agreement outstanding first and second lien Obligations of the Company (a the “Prohibited TransferSenior Obligations”) authorized and/or outstanding as of the PP-1 Original Issue Date (as defined in the Restated Certificate) or (b) the written permission for or waiver with respect to 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 if concurrently with, the Proposed Transferee consummation of Available Shares desires 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 Put Purchase Price be paid with respect to purchase a class, series or type the Perpetual-1 Preferred Stock in satisfaction of stock offered by Transferring the Put Senior Obligations Condition. The Company agrees to provide each Holder but not held by a Co-Sale Participant, or at the Proposed Transferee is unwilling address for such Holder in the Company’s records in the manner specified pursuant to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”Section 5(d) within hereof with at least ten (10) calendar days after the later prior written notice of (i) the closing either a contemplated Trigger IPO, SPAC Transaction or a Sale of the sale 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 Proposed Transferee amount of expected consideration for such Holder Shares and (ii) the date on which such Co-Sale Participant becomes aware of Holder must deliver their Put Exercise Notice to exercise 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 Put Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee with respect thereto (the “Put SharesCompany Notice”). Such sale , which Company Notice shall be made on the following terms and conditions: (i) The price per share at which confirm that the Put Shares are to Senior Obligations Condition, if applicable, will be sold to satisfied prior to, or concurrently with, the Transferring Holder shall be equal to the price per share that the Co-consummation of a Trigger IPO, SPAC Transaction or a 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 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 SharesCompany. (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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If (a) Except to the extent prohibited by Brazilian law (in which case a Transferring Holder Transfers any Shares in contravention Trigger Event under clause (a)(ii) of the Codefinition thereof shall be deemed to have occurred), at any time after March 10, 2013, or, except to the extent prohibited by Brazilian law, at any time following the occurrence of a Trigger Event, the Requisite Holders shall have the right (but not the obligation) to put, and require each of the other Existing Shareholders and TRIP Shareholders (and Permitted Transferee of each TRIP Shareholder) to put, all of their Investor Preferred Shares to the Company (or, at the Company’s option, a wholly-Sale Right owned Subsidiary of the Company) at the same time as the Requisite Holders; provided, however, that the Requisite Holders shall not have any rights under this Agreement 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 (a “Prohibited Transfer”), or if the Proposed and Permitted Transferee of Available each TRIP Shareholder) who owns Investor Preferred Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to of such Transferring Holder election (a “Put Notice”) within ten (10) of such requirement not less than 90 days after the later of (i) the closing of the sale nor more than 120 days prior to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Investor Preferred Shares are to be sold put to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if Company (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 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 typedate, the “Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereofElection Date”). (iiib) The closing of such sale In the event that the Requisite Holders elect to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing 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 soldput 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 such Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) is entitled (determined in accordance with Section 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing the relevant transfer term (termo de transferência) in the Share Transfer Register in order to perfect such Transfer to the 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 certificate Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall be entitled to be properly endorsed for transferreceive a portion of the Put Value (expressed as a percentage) determined by dividing the number of Investor Preferred Shares owned by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of such TRIP Shareholder, and immediately upon receipt thereof, such Transferring Holder shall pay as the case may be) by the aggregate purchase price therefor, and number of Investor Preferred Shares being repurchased by the amount of reimbursable fees and expenses, as specified Company (or its wholly-owned Subsidiary) in Section 3.4(g)(i)connection with the Put Right.

Put Right. (i) If a Transferring Holder Transfers Canopy and any Shares Contested Investor(s) shall fail to reach agreement as provided in contravention Section 2.2(b)(iv)(B) above such that the Contested Proxy Securities are to be voted against the position designated by such Contested Investor(s), such Contested Investor(s), severally and not jointly, shall then have the right (the "PUT RIGHT") to require Canopy to purchase for cash all or any portion of the Co-Sale Right under this Agreement Series A Preferred Stock owned by such Contested Investor (the "PUT SHARES") at a “Prohibited Transfer”), or if purchase price equal to two (2) times the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later sum of (i) the closing aggregate Stated Value (as defined in the Series A Certificate) of the sale shares of Series A Preferred Stock that such Contested Investor requires Canopy to the Proposed Transferee and purchase hereunder, plus (ii) the date any accrued but unpaid dividends 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 Series A Preferred Stock (the “Put Shares”"PUT PRICE"). 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 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 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 to be sold to and the Proposed Transferee shall be date proposed by the Contested Investor for the closing of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities Canopy's purchase of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares (which shall not be shares of Common Stock more than four (or Preferred Stock convertible into Common Stock at 4) Business Days after the option of date the holder thereofInvestor provides such Put Notice). The Investor providing such Put Notice (other than an Investor managed by Advent) shall simultaneously furnish a copy thereof to Advent. (iii) The closing of Canopy's purchase of all Put Shares (the "PUT CLOSING DATE") shall take place simultaneously at such sale time, date and location as shall be mutually agreeable to Canopy and the selling Contested Investor(s), which shall be as consistent as reasonably possible with the dates proposed for the closing in the Put Notices but in no event later than one (1) Business Day prior to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Vote Date. The Put Notice Price shall be paid by Canopy to such Transferring Holder. At selling Contested Investor at such closingclosing by wire transfer of immediately available funds to an account designated in writing by such selling Contested Investor, the Co-Sale Participant and such selling Contested Investor shall deliver to Canopy the Transferring Holder the certificate or certificates representing 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 to be soldon such closing date, each certificate to be properly endorsed free and clear of any liens or restrictions whatsoever, except for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified those restrictions provided for in Section 3.4(g)(i)this Agreement.

Put Right. If a Transferring Holder Transfers (a) At any Shares in contravention time during the Put/Call Period, Seller may require FAT Brands to purchase all (but not less than all) of the Co-Sale Right under Put/Call Shares at the Put/Call Price, on the terms and subject to the conditions of this Agreement Section 3. (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of b) Seller shall give FAT Brands at least 30 days’ prior written notice of its election to such Transferring Holder sell to FAT Brands the Put/Call Shares (a the “Put Notice”) within ten (10) days after ), which Put Notice shall set forth the later date and time of (i) the closing (which shall be a Business Day); provided, however, that by written notice delivered to Seller prior to then scheduled date of the sale 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 Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware last day 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 Put/Call Period except as provided in 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 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 thereof3(f). (iiic) The closing of such 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 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 Transferring Holder will occur within ten date that occurs five (105) days Business Days after all such approvals, consents and waivers have been received (even if beyond the date Put/Call Period). (d) At the closing, Seller shall, and shall cause the Permitted Transferees to, (i) deliver to FAT Brands instrument(s) of transfer, in form and substance reasonably acceptable to FAT Brands, sufficient to transfer, free and clear of all Encumbrances (other than Permitted Equity Encumbrances), the 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 Co-Sale Participant’s Put Notice 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 Transferring Holdertransactions. (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). At 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 Put/Call Period, FAT Brands shall have the option to defer the closing until up to 120 days following the end of the Put/Call Period (and, for avoidance of doubt, Seller and the Permitted Transferees shall remain the owners of the Put/Call Shares until the closing). In such closingevent, the Co-Sale Participant Put/Call Price shall deliver be deemed to accrue interest from the Transferring Holder period between the certificate or certificates representing end of the Put Put/Call Closing and the closing at the rate of 5.0% per annum, which interest shall be payable at the closing together with the Put/Call Price. (g) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the consideration for the Put/Call Shares to be soldpurchased in accordance with this Section 3, each certificate to be properly endorsed for transfer, then from and immediately upon receipt thereof, after such Transferring Holder shall pay the aggregate purchase price therefor, t▇▇▇ ▇▇▇▇▇▇ and the amount Permitted Transferees shall no longer have any rights as holders of reimbursable fees the Put/Call Shares (other than the right of Seller to receive payment of such consideration in accordance herewith) and expensesthe 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 have been delivered as specified in Section 3.4(g)(i)required hereby.

Put Right. If a Transferring Holder Transfers the Company enters into any Shares in contravention business combination whereby the holders of the Co-Sale Right under this Agreement capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (a “Prohibited Transfer”)50%) of the aggregate capital stock of the surviving entity, or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such Transferring Holder business combination. Upon receiving such notice (a an “Put Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within ten thirty (1030) days after of the later date 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 closing conflict of interest the Holder would experience if forced to hold equity securities of the sale to the Proposed Transferee surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the date on which such Co-Sale Participant becomes aware Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the Prohibited Transfer capital stock of the Company consists solely of cash or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number capital stock of Shares (subject to Section 3.4(g)(ii)) a corporation or other entity that is equal 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 number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer foregoing, the Company shall pay 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 Holder; in immediately available funds, any amounts due as a result 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 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 ParticipantHolder’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under 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 3.4(g12 shall terminate and be of no further force and effect upon the earlier of (1) with respect to the Put Shares. termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) The Put Shares to be sold to upon any transfer of this Warrant by 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)Holder. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. (a) If a Transferring Holder Transfers Public Offering has not occurred by October 8, 2017, in the event any Shares in contravention Target Investment is sold or repaid thereafter and prior to the earlier of an initial Public Offering and a listing of the Co-Sale Right under this Agreement (REIT Shares on a “Prohibited Transfer”)national securities exchange or automated quotation system, or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant SteepRock may, by delivery of written notice at its sole option, require SR Mezz to such Transferring Holder (repurchase Common Units from SteepRock having a “Put Notice”) within ten (10) days after Value equal to the later product of (i) the closing of proceeds from the sale to the Proposed Transferee of such Target Investments and (ii) the date on which such Co-Sale Participant becomes aware lesser 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)x) 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 5% and (the “Put Shares”). Such sale shall be made on the following terms and conditions: y) SteepRock’s Sharing Percentage (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 defined in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 thereofLLC Agreement). (iiib) The closing 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 to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closingor repayment, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and including the amount of reimbursable fees proceeds received by SR Mezz in respect thereof, the proposed use of such proceeds by SR Mezz, if known, and expensesthat 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 exercise of each such option no later than fifteen (15) Business Days following receipt of the notice from SR Mezz referred to in the preceding sentence. Failure to provide such notice during such fifteen (15) Business Day period shall be deemed to be a waiver of SteepRock’s right pursuant to 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 specified in 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 3.4(g)(i)4.01 shall terminate upon the earliest to occur of (x) consummation of an initial Public Offering, (y) the listing of the REIT Shares on a national securities exchange or automated quotation system and (z) the termination of the Sub-Advisory Agreement.

Put Right. If a Transferring Holder Transfers any Shares (a) Upon the occurrence of an Event of Default (as defined in contravention the Note) either the Buyer or the Seller shall provide written notice to the other of the Co-Sale Right under this Agreement occurrence of such Event of Default, including any known details thereof to the other (a “Prohibited TransferNote Default Notice”). Within forty-five (45) days of (i) 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 Escrow Agreement) to the Escrow Agent pursuant to which such number of Escrow Shares set forth in such Default Notice shall be transferred to the Seller; provided, however in no event shall the value of such Escrow Shares (based on the Closing Date Share Price) released to the Seller exceed the principal amount plus any accrued but unpaid interest then outstanding under the Note. Any Escrow Shares which are not released to the Seller pursuant to this Section 6.10(a) shall be delivered to the Buyer promptly following the expiration of the Escrow Shares Election Period. (b) Within forty-five (45) days of the receipt of such Escrow Shares from the Escrow Agent (the “Put Period”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of Seller shall provide written notice to such Transferring Holder the Buyer (a the “Put Notice”) within ten (10) days after requiring the later of (i) the closing Buyer, to purchase all or part of the sale to Escrow Shares held by the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereofSeller pursuant Section 6.10(a), require such Proposed Transferee to at a purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is price per share equal to the Closing Date Share Price (the “Put Right”) which Put Notice shall specify the number of Co-Sale Right Escrow Shares such Co-Sale Participant would have been entitled to Transfer to be purchased by the Proposed Transferee Buyer (the “Put Shares”). Such sale If the Seller does not elect to exercise the Put Right within the Put Period, then Put Right shall expire and be made on the following terms and conditions:of no further force or effect. (ic) The price per share at which Subject to Section 6.10(d), within five (5) Business Days of the Buyer’s receipt of any Put Shares are to be sold Notice, the Buyer shall deliver to the Transferring Holder shall be Seller by wire transfer of immediately available funds to an account designated by the Seller, an amount (the “Put Price”) equal to the price per share that product of (x) the Co-Sale Participant would have received if such Co-Sale Participant had sold such Closing Date Share Price multiplied by (y) the number of Put Shares at Shares, against simultaneous delivery by the closing of the sale Buyer to the Proposed Transferee. Such purchase price Seller 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 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. (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) The would render the Buyer insolvent under applicable Law. In the event that the Buyer’s obligation to pay any portion the Put Shares to be sold Price to the Proposed Transferee Seller is so tolled, the Buyer shall be provide written notice thereof to the Seller prior to the expiration of the same class or type as Transferred 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 effect, the Prohibited Transfer if Buyer shall provide notice thereof to the Seller, and the Buyer shall then have five (5) Business Days to pay such Co-Sale Participant then owns securities portion the Put Price to the Seller against delivery 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 in the option 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 holder thereof)Put Price payable to the Seller shall accrue interest at a rate of 10% per annum. (iiie) The closing 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 such sale the Buyer relating to the Transferring Holder will occur within ten (10) days after the date sale by its Affiliates of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant its securities shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)not apply.

Put Right. If a Transferring Holder Transfers 23.1 On and after the Effective Date, Steelhead may at any Shares in contravention time during the term of this Lease cause ▇▇▇▇▇▇▇▇▇▇ to purchase (the Co-Sale Right under this Agreement (a “Prohibited TransferSteelhead Put Right”), and ▇▇▇▇▇▇▇▇▇▇ shall purchase, the Premises, in whole or if in part. The Steelhead Put Right shall be subject to the Proposed Transferee of Available Shares desires to purchase a class, series following requirements: (a) The Steelhead Put Right may be exercised by Steelhead for some or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing all of the sale to Premises as designated by Steelhead at the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware time of exercise 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 Steelhead Put Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put SharesProperty”). Such sale . (b) The Steelhead Put Right shall be made on exercised by delivery by Steelhead to ▇▇▇▇▇▇▇▇▇▇, attention of its Manager, of a written notice stating the following terms number of acres in the Put Property and conditions:a map indicating the Put Property that is included in the Steelhead Put Right. The delivery date of the notice to ▇▇▇▇▇▇▇▇▇▇ shall be deemed to be the exercise date of the Steelhead Put Right (the “Exercise Date”). (ic) The purchase price per share at which for the Put Shares are Property payable by ▇▇▇▇▇▇▇▇▇▇ upon any exercise of the Steelhead Put Right shall be Three Thousand Dollars ($3,000) per acre (or portion thereof). (d) The purchase price for the Put Property shall be paid to be sold Steelhead in immediately available funds to the Transferring Holder account of Steelhead not later than fifteen (15) days following the Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, ▇▇▇▇▇▇▇▇▇▇ agrees that Steelhead shall have no obligation to provide to ▇▇▇▇▇▇▇▇▇▇ any information concerning Steelhead or the Put Property. ▇▇▇▇▇▇▇▇▇▇ shall rely solely on its own investigation of the Premises and understands that it may be equal obligated to purchase all or part of the Premises at any time during the term of this Lease. 23.3 In consideration of payment of the purchase price for the Put Property, Steelhead shall deliver to ▇▇▇▇▇▇▇▇▇▇ evidence of title 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 Property, duly endorsed for transfer to ▇▇▇▇▇▇▇▇▇▇. Upon closing of the sale to the Proposed Transferee. Such purchase price of the Steelhead Put Shares Right, this Lease 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 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) terminate with respect to the Put Shares. (ii) The Put Shares to Property and, if not all of the Premises, then this Lease and the rent hereunder shall be sold abated in an amount equal to the Proposed Transferee rent provided for in Section 2.2 multiplied by a fraction, the numerator of which is the acreage of the Put Property and the denominator of which is the acreage of the Premises 23.4 A default in ▇▇▇▇▇▇▇▇▇▇’▇ obligation to purchase the Put Property pursuant to the Steelhead Put Right 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)a default under this Lease. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. Notwithstanding the provisions of Section 2.2 (other than --------- subparagraph (g) thereof) hereof: (a) If the employment of a Transferring Holder Transfers Management Member by the Company or any Shares in contravention of its Subsidiaries is terminated by the Company without Cause or by such Management Member for Good Reason, the Management Member shall have the right to require the Company to purchase (the "Put Right") all but not less than all of the Co-Sale Class A Interests owned by such Management Member (and his Permitted Transferees) at the Investment Price for such Class A Interests. The Put Right under this Agreement (a “Prohibited Transfer”), or if shall be exercised by the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, Management Member by delivery of a written notice to such Transferring Holder (a “the "Put Notice”") within ten to the Company no later than one hundred (10100) days after the later termination of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 Sharesemployment. (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). (iiib) The closing of such sale any purchase of Class A Interests by the Company pursuant to Section 2.3(a) shall take place at the Transferring Holder will occur within ten (10) days principal office of the Company no later than the 180th day after the date termination of such Co-Sale Participant’s Put Notice to such Transferring Holderemployment. At such closing, the Co-Sale Participant Company shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares Management Member consideration in an amount equal to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price thereforpayable 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, and at its option, may pay the consideration described in the preceding sentence in the form of a bank or certified check or wire transfer. (c) At any time after the first anniversary of the Effective Date as defined in the Operating Agreement, Marconi shall have the right to require the Company to redeem all or any portion of the PIK Preferred Interest then owned by Marconi for an amount equal to the Capital Contribution attributable to Marconi with respect to said PIK Preferred Interest, plus any accumulated but unpaid guaranteed payments with respect to said PIK Preferred Interest, which amount shall be payable to the issuer of the Senior Subordinated Notes due 2010 in consideration for the issuance to (or at the direction of) Marconi of such further Senior Subordinated Notes of an aggregate face amount equal to the amount payable to that issuer pursuant to this Section 2.3(d), provided however, that said right may be exercised by Marconi only if (i) the Fixed Charge Coverage Ratio (as defined under and calculated as described in the Indenture in its form on the date hereof), for the Company's most recent four (4) fiscal quarters of reimbursable fees which internal financial statements are available immediately preceding the relevant exchange date would have been at least 2.5 to 1.0 determined on a pro forma basis as if the Senior Subordinated Note to be issued had been issued at the beginning of said four (4) quarter period; and expenses(ii) no Default or Event of Default has occurred and is continuing under (and as defined in) the Indenture. (d) On the occurrence of any Change of Control, as defined under the Indenture in the form it is on the date hereof, Marconi shall have the 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 Section 3.4(g)(isaid notice in cash (denominated in Euros). (e) On the eleventh (11th) anniversary of the Effective Date (as defined in the Operating Agreement) the Company shall 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 that anniversary in cash (denominated in Euros).

Put Right. If a Transferring Holder Transfers If, at any Shares in contravention time during the period commencing on March 8, 2004 and expiring on March 8, 2005, (a) the average daily per-share Closing Price of the CoCommon Stock (the "Average Price") during any period of ninety (90) consecutive Trading Days preceding and including the date of measurement (the "Measurement Date") is greater than the Per-Sale Right under this Agreement Share Exercise Price in effect on the Measurement Date (a “Prohibited Transfer”the "Measurement Date Exercise Price"), and (b) the number of shares of Common Stock held by stockholders other than the shares of Common Stock held by CT Management Stockholders and the Associated Stockholders as of the 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 not any other Holder) shall have the right (the "Put Right") to require the Company to 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 Proposed Transferee Put Right, issue and deliver to such Holder a new Warrant covering the balance of Available the shares remaining subject to this Warrant (i.e., those Warrant Shares desires not included in the Put Portion) and setting forth the proportionate part of the Aggregate Exercise Price applicable to such balance of Warrant Shares; or (y) elect not to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of Put Portion and provide written notice to such Transferring 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 Company or such Holder. If the Company elects not to purchase the Put Portion pursuant to clause (a “Put Notice”y) within ten (10) days after the later of (i) the closing of the sale foregoing sentence, the Company shall issue and deliver to such Holder a new Warrant reflecting the Proposed Transferee extended Exercise Period and (ii) the date on which 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 Co-Sale Participant becomes aware of Holder. The "Put Purchase Price" shall be 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 amount equal to the product obtained by multiplying (x) the amount by which the Average Price exceeds the Measurement Date Exercise Price and (y) 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 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 for which the option Put Portion is exercisable as of the holder thereof). (iiidate the Put Notice is given. The Company may elect to 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 the Put Purchase Price. The closing fair market value of any Interest(s) in the Fund(s) or Fund Control Person(s) to be assigned in accordance with the foregoing shall be determined in accordance with the Appraisal Procedures. The Company shall, in connection with any assignment(s) of such sale Interest(s), execute and deliver written assignment(s) and any additional documents requested by such exercising Holder to complete, confirm or perfect the Transferring Holder will occur within ten (10) days after assignment of the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)assigned Interests.

Put Right. If The Preferred Members have a Transferring Holder Transfers any Shares put right, on the terms and conditions set forth in contravention of this Section 7.01 (the Co-Sale Right under this Agreement (a “Prohibited TransferPut Right”), to cause the Company to redeem, from time to time, all or if any portion of the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not Preferred Units then held by a Co-Sale Participantthe Preferred Members. To exercise the Put Right, or the Proposed Transferee is unwilling to purchase any securities from Preferred Members holding no less than 60% of the Co-Sale Participantoutstanding Preferred Units (“Requisite Preferred Holders”) on behalf of all of the Preferred Members, such Co-Sale Participant mayshall notify the Company and Vinco, by delivery of written notice to such Transferring Holder in writing (a “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 Put Right with respect to Preferred Units may not be exercised until at least six (6) within months and one day following receipt of said Preferred Units which may be received from time to time pursuant to Section 3.02. The Company shall be required to consummate the purchase of the Preferred Units specified in such Put Notice for the 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 the Company (or such other location agreed to by the Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (10) business days after the later following receipt of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring HolderNotice. At such closing, the Co-Sale Participant Company shall deliver to the Transferring Holder the certificate or certificates representing 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 be soldthe Applicable Percentage, each certificate as quantified in the formula below, of the Fixed Share Amount with respect to be properly endorsed for transfersuch Put Notice. For the avoidance of doubt, and immediately upon receipt thereofthe Requisite Preferred Holders may 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, such Transferring Holder shall pay the aggregate purchase price thereforif 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 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 remaining 500,000 Preferred Units shall have the ability to exercise a Put Right for up to the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)the remaining amount of the Preferred Units at any time.

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) Each Stockholder shall have the closing of the sale right, subject to the Proposed Transferee following provisions of this Section 3(c), to put to iDNA, and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee iDNA to purchase from such Co-Sale Participant that number it or him, any or all of its or his Issued Shares (subject to Section 3.4(g)(ii)exclusive of any Sold Shares, Precluded Shares or Declined Shares) that is at a price per Issued Share equal to the number of Co-Sale Right Shares Set Price (such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (right, the “Put SharesRight”). 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 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 If any Stockholder desires 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, exercise the Put Right, it or he shall do so by giving iDNA written notice to such effect during the period October 31, 2013 through November 15, 2013, which notice shall specify the number of Issued Shares shall be shares (exclusive of Common Stock (any Sold Shares, Precluded Shares or Preferred Stock convertible into Common Stock at Declined Shares) that are owned of record by such Stockholder and with respect to which such Stockholder is exercising the option of the holder thereof)Put Right. (iii) The closing If any Stockholder gives notice of its or his exercise of the Put Right as provided above, then (subject to clause (iv) below) within fifteen (15) days following such 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 Stockholders shall have received [(or be deemed to have received)] aggregate consideration of at least five million dollars ($5,000,000) on account of or with respect to the sale, transfer, redemption or other disposition of some or all of the Issued Shares. (v) In the event that the Put Right is exercised, iDNA shall have up to 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 Transferring Holder will occur within ten (10) days after Issued Shares. In the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, event the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares aggregate amount required to be sold, each certificate to be properly endorsed paid under this Section 3(c) for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and repurchase of any Issued Shares exceeds the amount of reimbursable fees and expensesthe net proceeds derived from such sale or other disposition, as specified such excess shall be payable to the Stockholders in Section 3.4(g)(i)twenty-four (24) equal monthly installment to repurchase those Issued Shares that cannot be repurchased with such net proceeds.

Put Right. If lf, during the two (2) year period commencing on the Effective Date, there is not either (a) a Transferring Holder Transfers Change of Control that enables Employee to sell any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee shares of Available Shares desires to purchase a class, series or type capital stock of stock offered Groupon then owned by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee Employee (the “Put Employee Shares”). Such sale shall be made on the following terms and conditions: ) (ib) The price per share at which the Put Shares are to be sold an initial underwritten public offering of Groupon’s securities registered pursuant to the Transferring Holder shall be equal to the price per share that the CoSecurities Act of 1933, as amended, or (c) an offer from a bona fide third-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing party purchaser on any secondary market for shares 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 any and all fees and expenses, private companies (including, but not limited to, legal fees SecondMarket and expensesSharesPost) to purchase any of the shares of capital stock of Groupon then owned by Employee, incurred pursuant to then Employee, within sixty (60) days after the exercise or attempted exercise expiration of such Cotwo-Sale Participant’s Coyear period, shall have the one-Sale 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 Put Right pursuant is exercised, then Employee shall be obligated to Sections 3.4(a) through (f)sell, inclusiveand Groupon shall be obligated to purchase, or the Employee Shares requested to be purchased in the exercise Put Exercise Notice. Following receipt of its rights under this Section 3.4(g) with respect to the Put Exercise Notice, Employee and Groupon shall then mutually select an independent valuation firm to determine the current Fair Market Value of such Employee Shares. (ii) . The Put Shares to be sold to the Proposed Transferee determination of such independent valuation firm shall be of final and binding on the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or typeparties. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within Within ten (10) days after following such determination, Employee and Groupon shall consummate the date of such Co-Sale Participant’s Put Notice purchase and sale transaction with respect to such Transferring HolderEmployee Shares and the purchase price therefore shall be payable in cash. At such closingIn connection therewith, Groupon will be entitled to receive customary representations and warranties from Employee (including representations and warranties regarding good title to the shares, the Co-Sale Participant shall deliver absence of any liens on such title or other encumbrances with respect to the Transferring Holder sale of the certificate or certificates representing shares and the ability of Employee to consummate the sale). Notwithstanding the foregoing, Employee shall not be entitled to deliver a Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price thereforExercise Notice, and the amount of reimbursable fees Put Right shall automatically terminate and expensesbecome null and void, as specified in Section 3.4(g)(i)if during the two (2) year period commencing on the Effective Date Employee voluntarily terminates his employment with the Company for any reason, except for a voluntary termination following a Demotion.

Put Right. If Shareholder shall have the one-time right, during the Put Period, to "put" all or a Transferring Holder Transfers any Shares in contravention portion of the CoInitial Shares (as adjusted) to Purchaser for a cash payment calculated as follows but in no event exceeding Two Million Dollars ($2,000,000.00) minus the value of the Purchase Price Shares delivered to the Purchaser in connection with the Purchase Adjustment (the "MAXIMUM PUT AMOUNT"). The per share price 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 notice of exercise of the "put" or (b) the per share price for Purchaser's common stock on the Pre-Sale Right under this Agreement Closing Date (a “Prohibited Transfer”the "PUT PRICE"), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered . The "put" right shall only be exercisable by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”the "PUT NOTICE") within ten from Shareholder and received by Purchaser during the period beginning January 2, 2001 and ending on January 31, 2001 (10) days after the later of (i) the "PUT PERIOD"). The closing of the sale to put shall take place at the Proposed Transferee and executive offices of Purchaser on the thirtieth day (iior the next business day if the thirtieth day falls on a Saturday, Sunday or national holiday) following the date on which such CoPurchaser received the Put Notice from Shareholder. The Put Price shall be secured by an irrevocable stand-Sale Participant becomes aware by letter of the Prohibited Transfer credit in form substantially similar to EXHIBIT H or the terms thereof, require such Proposed Transferee as otherwise agreed 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 by Purchaser and Shareholder (the “Put Shares”). Such sale shall be made on the following terms and conditions: "LETTER OF CREDIT") (i) The price per share at which the Put Shares are issuing bank to be sold reasonably satisfactory to Shareholder), effective from the Transferring Holder shall be equal to Closing Date through 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 earlier of: (1) payment of the Put Shares Price to Shareholder or (2) the end of the Put Period. The Letter of Credit shall be paid in cash or such other consideration as delivered to Shareholder at Closing. Purchaser shall have the Proposed Transferee received in right from time to time following Closing to replace the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant Letter of Credit with a substantially similar letter of credit from a financial institution reasonably acceptable 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 SharesShareholder. (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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If a Transferring Holder Transfers any Shares in contravention (a) Subject to the last sentence of this Section 6.4(a), following the termination of the Co-Sale Right under Second Ordinary Distribution Period or upon a Change in Ownership, the Interpublic Members shall have the right (but not the obligation) to require All American to purchase their respective Interests for an amount equal to fifty percent (50%) of the product of (i) six (6) multiplied by (ii) the sum of the average operating income (as reflected in the Company's financial statements) of the Company during the fiscal year immediately preceding the date the put right is exercised by the Interpublic Members and during the fiscal year immediately following the date the put right is exercised by the Interpublic Members (the "Put Purchase Price"). This put right will become immediately exercisable for a sixty (60) day period on the occurrence of a Make Whole Default as provided in Section 4.2. Notwithstanding the foregoing, the Interpublic Members shall irrevocably waive their rights to put their Interest to All American pursuant to this Agreement 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 “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “"Put Notice”") to All American, which Notice shall state that the Interpublic Members wish to have All American purchase all of their Interests for an amount equal to the Put Purchase Price. The date on which the Notice is actually received by All American is referred to hereinafter as the "Put Notice Date". The Put Notice shall be deemed to be an irrevocable offer to sell, on the terms set forth in such Put Notice and herein, and All American shall have the obligation to purchase, on the terms set forth in such Put Notice and herein, the Interpublic Members' Interests. Notwithstanding the foregoing, the Interpublic Members may not send a Put Notice if they have previously received the All American Members' Call Notice or a Notice of Offer from an All American Member pursuant to Section 6.2. (c) The closing of the purchase of the Interpublic Members' Interests by All American pursuant to this Section 6.4 shall take place (subject to the expiration of any waiting period under the HSR Act) within ten thirty (1030) days after the later of (i) Put Notice Date, at 11:00 a.m. at the closing principal offices of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer Company, 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 time or place as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holderparties may agree. At such closing, the Co-Sale Participant 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 Transferring Holder Interpublic Members, in payment of the certificate or certificates representing Interpublic Members' Interests, (i) at the closing of such transaction, 50% of (A) the Put Shares Purchase Price (based on the prior fiscal year's operating income) and (B) the 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 (3) business days prior to the closing of such purchase and (ii) 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) interest on such sum from the date immediately following the closing of the purchase until the date such sum is paid in full, at a rate equal to Interpublic's Cost of Funds plus 3%, shall be delivered to the Interpublic Members, such sum to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay payable in three equal annual installments commencing on the aggregate purchase price therefor, and first anniversary of the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)closing.

Put Right. If a Transferring Holder Transfers any Shares in contravention Section 12.1. Put at the Option of the Co-Sale Right under Holder. At any time on or after the fifth anniversary of the Closing Date, the holder of this Agreement Warrant or any Warrant Shares may elect to cause the Company to repurchase all the Warrants and all Warrant Shares (a “Prohibited Transfer”), or including all such Warrant Shares issued upon exercise of any other Warrant) for cash at (a) if the Proposed Transferee Company is a Listed Company, the Current Market Price, or (b) if the Company is not a Listed Company, the applicable price determined in accordance with Section 12.2. The Company shall identify the Independent Financial Expert selected by the Company to determine the Appraised Market Value (as defined below) of Available the Company. The holder of this Warrant and any Warrant Shares desires shall appoint a second Independent Financial Expert and both such Independent Financial Experts shall be instructed to purchase 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 class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participantsecond Independent Financial Expert, such Co-Sale Participant may, second Independent Financial Expert shall be appointed by delivery of written notice to the holder or holders participating in such Transferring Holder (a “Put Notice”) within ten (10) days after appointment having Warrants representing the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that highest aggregate 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 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 thereofincluding Warrant Shares). (iiic) The closing holder of such sale this Warrant or any Warrant Shares may exercise its right to cause the Company to repurchase up to one-third of the Warrants and all Warrant Shares on the Repurchase Date (as defined below) pursuant to subsection (b) above by written notice to the Transferring Holder will occur within ten (10) Company, which notice shall be given no later than 15 days after the date Appraised Market Value of such Co-Sale Participant’s Put Notice the Company is determined pursuant to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)12.2.

Put Right. If a Transferring Holder Transfers any Shares in contravention 11.1 Following the second anniversary of the Co-Sale Right under this Agreement Award Date, Participant shall have the right (a the “Prohibited TransferPut Right”)) to require, or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written upon notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) Company, that the closing Company purchase some or all of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”) 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”). Such sale The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase which shall be made not less than thirty (30) days after the date 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 following terms and conditions: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) The price per share at which 0.5% of the Put number of Shares are to be sold to of Common Stock then outstanding and (ii) the Transferring Holder shall be equal to maximum number of Shares the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares Company may lawfully purchase at the closing date of the sale 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 Proposed Transfereeextent such purchase is permitted by the terms of the Company’s 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. Such 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 of for the Put Shares shall be paid in cash or such other consideration as by the Proposed Transferee received Company in the Prohibited Transfer. Seller shall also reimburse form of a check or electronic transfer of immediately available funds on the Co-Sale Participant for 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 date set forth 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 Notice which 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 no earlier than sixty (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (1060) days after the date of such Co-Sale Participant’s the Put Notice Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to such Transferring Holder. At such closingSection 11.7(d), the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing purchase price for the Put Shares to shall be sold, each certificate to be properly endorsed for transfer, net of one-half of the expenses of the independent third party and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate net purchase price therefor, shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the amount Company. The purchase price shall be paid against surrender by the Participant of reimbursable fees and expenses, as 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 3.4(g)(i)4.2 of the Plan) shall be made to the purchase price for fluctuations in the value of the Common Stock after the date of the Put Notice.

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale Subject to the Proposed Transferee limitations on repurchases of shares under the Texas Business Organizations Code and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereofand conditions set forth herein, 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 Company hereby grants each Holder the Proposed Transferee 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”). Such sale shall be made on the following terms and conditions, as follows: (i) The price At any time on or following May 5, 2033, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares (each rounded down to the nearest whole share) then held by such Holder at a per share at which the Put Shares are to be sold to the Transferring Holder shall be purchase price equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such applicable 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 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 SharesPurchase Price. (ii) The Put Shares to be sold At any time on or following May 5, 2034, such Holder may require, upon delivery to the Proposed Transferee shall be Company 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 typePut Exercise Notice, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option Company to purchase up to 100% of the holder thereof)Holder PP Shares and/or the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price. (iii) The closing In the case of a Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase upon the consummation of such sale Trigger IPO or SPAC Transaction up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the Transferring Holder will occur within ten (10applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iii) days after may be conditioned on the date consummation of such Co-Trigger IPO or SPAC Transaction. (iv) In the case of a Sale Participant’s of the Company, such Holder may require, upon delivery to the Company of the applicable Put Notice to such Transferring Holder. At such closingExercise Notice, the Co-Company to purchase upon the consummation of such Sale Participant shall deliver of the Company up to 100% of the Holder PP Shares and/or 100% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the Transferring Holder applicable Put Purchase Price, provided that the certificate or certificates representing exercise of the Put Shares Right pursuant to this Section 2(a)(iv) may be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, conditioned on the consummation of such Transferring Holder shall pay Sale of the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Company.”

Put Right. If a Transferring Holder Transfers any Shares (a) Notwithstanding anything to the contrary in contravention Section 7.5, during the period commencing on November 2, 2012 and ending on February 2, 2013, the Minority Member will have the right to require the Company to purchase 46,497 (or such lesser amount as may be agreed upon by the Minority Member and the Company) of the Co-Sale Right under this Agreement Common Units 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 (a the “Prohibited TransferFirst 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), the specified date with respect to the Put Equity Value Per Common Unit shall be the last day of the calendar month ending immediately prior to the First Put Closing Date (as defined below). (b) Notwithstanding anything to the contrary in Section 7.5, during the period commencing on November 2, 2012 and ending on February 2, 2013, the Minority Member will have the right to require the Company to purchase 7,446 (or such lesser amount as may be agreed upon by the Minority Member and the Company) of the Common Units held by the Minority Member for an aggregate purchase price equal to the Original Put Purchase Price by delivering written notice of the exercise of such right to the Manager (the “Original Put Notice”). The 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 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 “Undiscounted Put Securities”), or if at a closing (such closing with respect to the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “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”) within on such date as mutually agreed to by the 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 later of (i) the closing final determination of the sale Undiscounted Put Purchase Price applicable to the Proposed Transferee and First Undiscounted Put Closing pursuant to Section 7.7(d) (such date of closing, the “First Undiscounted Put Closing Date”), or (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 Second Undiscounted Put Shares. Closing, (ii1) The sixty (60) days after the Second Undiscounted Put Shares to be sold to the Proposed Transferee shall be of the same class Delivery Date 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). (iii2) The closing of such sale to the Transferring Holder will occur within 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 such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant “Second Undiscounted Put Closing Date”). At the applicable Undiscounted Put Closing, (i) the Minority Member shall (A) endorse and deliver to the Transferring Holder Manager any certificates (but only if certificates representing Common Units have been issued) representing the certificate 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 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 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 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 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 (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 Shares Securities held by the Minority Member to be soldpurchased by the Company at such Original Put Closing, each certificate (B) execute and deliver any other instruments requested by the Manager to evidence the purchase of the Original Put Securities by the Company at such Original Put Closing, and (C) execute and deliver to the Manager a Transfer Agreement, and (ii) (A) the Company shall pay to the Minority Member all or such portion of 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 terms 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 properly endorsed for transfer, and immediately upon receipt thereof, paid at such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Put Closing.

Put Right. If (a) In the event at any time after the date which is two years from the Effective Date, a Transferring Holder Transfers any Shares Member desires to sell its Membership Interest (the "Put Member"), it shall provide the other Member notice in contravention 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 Co-Sale Right under this Agreement sale shall be the date specified in the Put Member's notice, unless agreed to by the Members. (a “Prohibited Transfer”), or if c) The purchase price for 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 Put Member's Membership Interest shall be the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later greater of (i) six (6) times the closing net income of the sale Company determined in accordance with GAAP on a 12-month rolling average basis ending the month immediately prior to the Proposed Transferee and notice described in Section 7.11(a); or (ii) the date on which such Co-Sale Participant becomes aware price determined by appraisal as provided in Section 7.11(d) below (the "Appraised Value"). Payment 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 price 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 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 Sharesat closing. (iid) The Put Shares to be sold to the Proposed Transferee shall be Appraised Value of the same class or type as Transferred in Membership Interest will be determined by a recognized independent appraisal company agreeable by the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or typeMembers (the "Appraiser"). If such Co-Sale Participant does the Members cannot own any of such class or type, the Put Shares shall be shares of Common Stock agree on an Appraiser within fifteen (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (1015) days after notice required in Section 7.11(a), each Member shall select an Appraiser and the two Appraisers shall select an independent Appraiser to determine the fair market value of such Membership Interest, without premium for control or discount for minority interest, illiquidity or restriction on transfer. Such independent Appraiser shall be directed to determine the fair market value of the Membership Interest as soon as practicable, but in no event later than thirty (30) days from the date of such Co-Sale Participant’s Put Notice its selection. The determination by the Appraiser of the fair market value will be conclusive and binding on all parties to such Transferring Holderthis Agreement. At such closing, The costs of the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to Appraiser will be sold, borne 50% by each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Member.

Put Right. 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 “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a Transferring Holder Transfers any Shares requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in contravention advance of the CoRequested 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 the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the date of redemption; provided that the sum of the percentage interests in Partnership capital or profits transferred during the 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 General Partner. Notwithstanding the foregoing, at no time during any 12-Sale Right under this Agreement (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 “Prohibited Transfer”)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 Proposed Transferee requested redemption would cause the number of Available Shares desires Units redeemed by the Partnership to purchase a classexceed 2% of the number of Units outstanding at the beginning of such 12-month period, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of Partnership shall either (i) decline to perform the closing of the sale to the Proposed Transferee and requested redemption or (ii) perform the date on which requested redemption solely to the extent such Co-Sale Participant becomes aware redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the Prohibited Transfer or General Partner. Each Put Partner covenants and agrees with the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant Partnership and the General Partner 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 all Units delivered in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 connection with the exercise of its rights the put right under this Section 3.4(g9.4 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) with respect 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 Shares. (ii) The Partner’s Units or the exercise of the put right. Each Put Shares to be sold Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Proposed Transferee shall be of the same class Partnership 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 typeGeneral Partner, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be soldrespectively, each certificate to be properly endorsed for transfer, such Put Partner shall assume and immediately upon receipt thereof, pay such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)transfer tax.

Put Right. If a Transferring Holder Transfers any Shares in contravention (a) Each Seller shall have, commencing on the first anniversary of the Co-Sale Right under this Agreement date hereof through the fifth anniversary of the date hereof (a the “Prohibited TransferPut Exercise Period”), or if the Proposed Transferee of Available Shares desires right and option to cause the Buyer to purchase a class, series or type (the “Put Right”) from such Seller the remaining shares of stock offered by Transferring Holder but not Common Stock held by a Co-Sale Participantsuch Seller (with respect to such Seller, or the Proposed Transferee is unwilling “Seller Option Shares”) and Buyer shall have the obligation to purchase any securities from such Seller Option Shares in accordance with this Section 5.4. (b) In order to exercise the Co-Sale ParticipantPut Right during the Put Exercise Period, the exercising Seller shall deliver to Buyer between January 1 and March 31 of the fiscal year in which the Put Right is being exercised, a written notice of such Co-Sale Participant mayexercise to such address or facsimile number set forth on Exhibit A (it being understood that no exercise of the Put Right will be valid unless it is exercised in the period between January 1 and March 31). Provided such notice is delivered in accordance with this Section 5.4 to such Seller on or prior to 6:30 p.m. (New York time) on a Business Day, by the date of exercise (the “Put Notice Date”) of the Put Right shall be the date of such delivery of written such notice. The delivery of a put notice in accordance herewith shall constitute a binding obligation (a) on the part of Buyer to purchase, and (b) on the part of such Seller to sell, the Seller’s Option Shares subject to such Transferring Holder notice in accordance with the terms of this Agreement. (a “Put Notice”c) within ten The closing for the purchase and sale of the Seller Option Shares pursuant to this Section 5.4 shall take place at the offices of the Company on the first Business Day which is fifteen (1015) days after the later of Put Notice Date (or such other date as the Buyer and applicable Seller may agree). At such closing, (i) the closing Buyer shall pay the Call/Put Price against delivery of the sale to the Proposed Transferee Seller Option Shares and (ii) the date on which such Co-Sale Participant becomes aware applicable Seller shall deliver instruments 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 assignment and other agreements and documents reasonably satisfactory to the number Buyer effectively assigning the Seller Option Shares held by such Seller, free and clear 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 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 SharesClaims. (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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If a Transferring Holder Transfers any (a) Holders of Registrable Shares in contravention other than Lori ▇. ▇▇▇▇▇ ▇▇▇ Jerr▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have the right, for the seven (7) days immediately following the first anniversary of the Co-Sale Right under this Agreement Closing Date (a “Prohibited Transfer”the "ANNIVERSARY DATE"), or to put their Registrable Shares to the Company if the Proposed Transferee average closing price per share of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from Parent Common Stock as reported on the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder Nasdaq National Market (a “Put Notice”"NASDAQ") within for the ten (10) consecutive trading days after ending on the later Anniversary Date (the "ANNIVERSARY VALUE") is less than $9.50 per share of the Parent Common Stock. In such a case, each Holder shall have the right to cause the Company to repurchase the total number of Registrable Securities held by such Holder at a price of $9.50 per share. (b) Each Holder desiring to exercise the put right in paragraph (a) shall deliver to the Company, in accordance with Section 15, an Exercise Notice in the form attached hereto as Exhibit A within seven (7) days following the Anniversary Date. Such Exercise Notice shall state the number of 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) the closing of the sale to the Proposed Transferee and $9.50 multiplied by (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 Repurchase Shares. (iic) The Put Shares In no event shall the rights provided to Holders pursuant to this Section 12 be exercisable if the exercise of such rights would adversely affect any transaction being contemplated by the Company that is intended to be sold to accounted for as a pooling of interests at the Proposed Transferee time such rights become exercisable; provided, however, that any exercise rights so affected by a pooling transaction shall be become exercisable in accordance with this Section 12 upon the cessation of the same class or type as Transferred in the Prohibited Transfer if restrictions imposed by 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)pooling transaction. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (iii) such Investor Shareholder or any of its Affiliates exercise a put right with respect to any other equity interest in the Companies Beneficially Owned by such Investor Shareholder or its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of such Adverse Recovery Event, the approval of such Major Decision or the exercise of such put right shall constitute a “Put Triggering Event”. (b) If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Put Triggering Event occurs, a Put Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant Shareholder may, by delivery within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Transferring Holder Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) within ten (10) days after the later of (i) the closing of the sale Put Right Shareholder’s decision to the Proposed Transferee and require Holdco Inc. (iior, at Holdco Inc.’s election, its Affiliate or a Third Party) the date on which such Co-Sale Participant becomes aware to purchase all of the Prohibited Transfer or the terms thereofShares then held by such Put Right Shareholder and its Affiliates (in each case, 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”), 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”). Such sale A Put Exercise Notice shall be made 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 following terms one hand, and, on the other hand, each Put Right Shareholder separately from and conditionsindependent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) The price per share at which Within twenty-five (25) days following the Put Shares are 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 sold unreasonably withheld), to assist in determining the Transferring Holder Put Price, the costs and expenses of which shall be equal to borne by the price per share that Company, except as provided in Section 2.15(g). Holdco Inc. and 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 Right Shareholder shall, within thirty (30) days 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 any and all fees and expensesExercise Date, including, but not limited to, legal fees and expenses, incurred pursuant separately submit to the exercise or attempted exercise Valuation Arbiter, on a confidential basis and on the basis of such Co-Sale Participant’s Co-Sale assumptions agreed between Holdco Inc. and the Put Right pursuant to Sections 3.4(a) through (f), inclusive, or in Shareholder that are consistent with the exercise provisions of its rights under this Section 3.4(g) with respect to 2.15, the price which each of Holdco Inc. and such Put Right Shareholder believes should constitute the Put SharesPrice. (ii) The If the lower of the two prices submitted by Holdco Inc. and the Put Shares to be sold Right Shareholder to the Proposed Transferee Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the same class or type 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 Transferred in promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or typePut Right Shareholder’s proposed price. If such Co-Sale Participant does not own any of such class or type, the Put Shares Price can be so determined, such notice shall be shares also set forth the price proposed by each of Common Stock (or Preferred Stock convertible into Common Stock at Holdco Inc. and the option of Put Right Shareholder and the holder thereoffinal Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) The 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 such sale to the Transferring Holder Put Sale will occur within ten seventy-five (1075) days after the date of Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such Co-Sale Participant’s other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Notice to such Transferring Holder. At such closing, Price shall be the Co-Sale Participant shall deliver price set forth by Holdco Inc. or the Put Right Shareholder that is nearest to the Transferring Holder fair market value determined by the certificate or certificates representing 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 be soldthis Section 2.15(d)(iii), each certificate the Company, Holdco Inc. and the Put Right Shareholder shall furnish to be properly endorsed for transferthe 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 immediately upon receipt thereofthe Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Transferring Holder Third Party Buyer, shall be 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 aggregate purchase price thereforPut Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the Put Shares, 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 required to sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the amount purchase of, the Put Shares or pay any Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be responsible for the payment of reimbursable fees one-half of the costs and expenses, as specified in expenses of the Valuation Arbiter related to any Put Exercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 3.4(g)(i2.15(h).

Put Right. If Without prejudice to any other rights and remedies available to any Rights Holder, in the event of a Transferring Prohibited Transfer, each Rights Holder Transfers any shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares in contravention (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 Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Transfer Shares desires proposed to purchase a class, series or type of stock offered by Transferring Holder but not held be transferred multiplied by a Co-Sale Participant, or the Proposed Transferee is unwilling fraction equal to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing total number of the sale Ordinary Shares (on an as converted basis) then held by such Rights Holder exercising put rights pursuant to the Proposed Transferee and this Section 5.5, divided by (ii) the date total number of Ordinary Shares then held by all the Rights Holders exercising put rights pursuant to this Section 5.5, on which such Co-Sale Participant becomes aware of an as converted basis, and have the Prohibited Transfer or been effected pursuant to and in compliance with 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”)hereof. 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 Selling Shareholder shall be equal to the price per share that paid by the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale purchaser 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 Selling Shareholder in the Prohibited Transfer. Seller The Selling Shareholder shall also reimburse the Co-Sale Participant each Rights Holder for any and all reasonable fees and expenses, including, but not limited to, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Co-Sale ParticipantRights Holder’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 Shares5. (ii) The Put 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 notice describing the type and the number of Shares to be sold to transferred by 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)Rights Holder. (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closingSelling Shareholder shall, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately promptly upon receipt thereofof the notice described in subsection 5.5(b)(ii) above from the Rights Holder(s) exercising the option created hereby, pay to each such Transferring Rights Holder shall pay the aggregate purchase price thereforfor the Shares to be sold by such Rights Holder, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(isubparagraph 5.5(b)(i), in cash or by other means acceptable to the Rights 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 the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Transferring Holder Transfers any Shares Company non-renewal of this Agreement in contravention accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) Term and resigns within ten (10) days after following the later 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). 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. 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 closing Stockholders’ Agreement) acquired pursuant to exercise of the sale to the Proposed Transferee and an Option or (ii) the date on which such Co-Sale Participant becomes aware a share of the Prohibited Transfer or the terms thereofCommon Stock, 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 any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred each case contributed 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 SharesContribution Agreement. (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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

Put Right. If a Transferring Holder Transfers any Shares in contravention Within two (2) years from the date of the Co-Sale Right Closing under this Agreement (a “Prohibited Transfer”)the Series A Share Purchase Agreement, or if the Proposed Transferee of Available Key Shareholders shall have the right to sell to the Preferred Shareholder the entire Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or such Key Shareholders pursuant to and in compliance with the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder terms hereof (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put SharesOption”). Such sale shall be made on the following terms and conditions: (ia) 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 Put Shares are to be sold to the Transferring Holder Preferred Shareholder 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 eight point sixty five (8.65) times of the sale Net Operating Income (as defined in Section 14.02) per Share in the complete fiscal year preceding to the Proposed Transferee. Such purchase price notice as mentioned in sub-paragraph (ii) hereafter as reflected in the consolidated financial statements of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited TransferCompany audited by a Big-4 accounting firm. Seller shall also reimburse the Co-Sale Participant for any Any and all reasonable fees and expenses, including, but not limited to, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the 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 Put Option under this Section 3.4(g) with respect Agreement shall be deducted from the price payable by the Preferred Shareholder to the Put Sharessuch Key Shareholder. (iid) 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 Shares to be sold 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 Proposed Transferee shall be Preferred Shareholder a written notice of selling all the same class or type as Transferred Shares it/he holds 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, Company to the Preferred Shareholder (“Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereofOption Notice”). (iiig) The closing Preferred Shareholder shall purchase the Shares specified to be sold under the Put Option Notice. The payment of such sale 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 Transferring Holder will occur 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 ten forty-five (1045) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereofof the notice described above from the Key Shareholder(s) exercising the right created hereby, such Transferring Holder shall elect to pay the aggregate purchase price thereforin cash or the Consideration Shares, and 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 the Preferred Shareholder in Section 3.4(g)(i)the past thirty (30) trading days prior to the date of the Put Option Notice].

Put Right. If a Transferring Holder Transfers (a) With respect to any Shares Management Stockholder, within 90 days following the later to occur of (i) the date on which such Management Stockholder's employment with the Company is terminated (A) by reason of such Management Stockholder's death, disability or retirement, (B) by such Management Stockholder for Good Reason (as defined in contravention such Management Stockholder's employment agreement with the Company) or (C) by the Company without Cause and (ii) the seventh anniversary of the Co-Sale Right under this Agreement Closing Date if on such date such Management Stockholder's employment with the Company has terminated, such Management Stockholder (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires "Putting Stockholder") shall have the right to purchase a class, series or type of stock offered by Transferring Holder require the Company to repurchase all (but not less than all) of the Additional Shares held by the Putting Shareholder (the "Put") by delivering a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder the Company specifying the number of shares to be repurchased (a “the "Put Notice”"). (b) Promptly following delivery of the Put Notice, the Company and the Putting Stockholder shall in good faith determine the Put Price as provided hereunder, and subject to the provisions hereof, within ten (10) days after the later of (i) the closing determination of the sale to Put Price, the Proposed Transferee Company shall purchase and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to Putting Stockholder shall sell the number of Co-Sale Right the Putting Shareholder's Additional Stockholder Shares such Co-Sale Participant would have been entitled to Transfer specified in the Put Notice at a mutually agreeable time and place (the "Put Closing"). Notwithstanding anything in this Section 5 to the Proposed Transferee contrary, if (and only if) it is determined, in accordance with the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which hereof, that the Put Shares are to be sold to Price is less than 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 Original Cost of the sale Additional Stockholder Shares being repurchased, then the Putting Stockholder shall have the right to rescind the Proposed Transferee. Such purchase price Put Notice within three (3) days after the determination of the Put Price and such Additional Stockholder Shares shall remain subject to repurchase pursuant to the terms and conditions of this Section 5. (c) At the Put Closing, the Putting Stockholder shall deliver to the Company certificates representing the Putting Stockholder's Additional Stockholder Shares to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and the Company shall deliver to the Putting Stockholder the Put Price by cashier's or certified check payable to the Putting Stockholder or by wire transfer of immediately available funds to an account designated by the Putting Stockholder; provided, that the Company shall have no obligation to so pay the Put Price if and to the extent such payment is prohibited by the provisions of applicable state law or by the provisions of the Company's debt instruments (including, without limitation, the Senior Credit Agreement) or would cause the Company to violate any financial ratio or minimum working capital level in any such debt instrument, until such time as such prohibitions are no longer in effect, whereupon such Put Price shall be paid without interest. Notwithstanding anything to the contrary in this Section 5(c), if and to the extent that the Put Price exceeds the Original Cost of the Additional Stockholder Shares to be repurchased, the amount of such excess will not be paid in cash but instead shall be paid in cash or such other consideration as the Proposed Transferee received form of a subordinated promissory note (a "Put Note"), bearing interest at the then applicable federal rate and otherwise in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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.form attached hereto as Exhibit B. (iid) The "Put Price" of the Putting Stockholders Additional Stockholder Shares to be sold repurchased shall mean a price equal to 80% of the Proposed Transferee Fair Market Value of such Additional Stockholder Shares. Any fees and expenses of an Independent Appraiser incurred in connection with the determination of the Put Price shall be of borne equally by 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) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, Company and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Putting Stockholder.

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) If (x) the transaction constituting the Purchase Event is for consideration other than all cash consideration and (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 sale such transaction, not in excess of $1,000,000,000, each Registered Holder (as defined in Section 7B below) shall have the right, upon notice given to Issuer prior to the Proposed Transferee termination of this 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 the Option. The purchase price payable to a Registered Holder under this Section 1E (the “Option Repurchase Price”) shall be the amount of cash equal to twenty percent (20%) of the product obtained by multiplying (i) maximum number of shares of Common Stock purchasable by such Registered Holder under this Option and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for 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 SharesExercise Price. (ii) The Put Shares Registered Holder may exercise its right to be sold require Issuer to repurchase the Proposed Transferee shall be Option pursuant to this Section 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 same class or type Registered Holder elects to require Issuer to repurchase this Option in accordance with the provisions of this Section 1E. As promptly as Transferred practicable, and 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 event within five (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii5) The closing of such sale to the Transferring Holder will occur within ten (10) business days after the date surrender of the Option and the receipt of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closingnotice relating thereto, the Co-Sale Participant Issuer shall deliver or cause to be delivered to the Transferring Registered Holder the certificate Option Repurchase Price; provided that if the Registered Holder surrenders the Option and provides such notice prior to consummation of the transaction constituting the Purchase Event, Issuer shall deliver or certificates representing the Put Shares cause to be sold, each certificate delivered to be properly endorsed for transfer, and immediately the Registered Holder the Option Repurchase Price upon receipt thereof, consummation of such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i)Purchase Event.

Put Right. If a Transferring Holder the Founder Transfers any Shares in contravention of the Right of Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale ParticipantInvestor, such Co-Sale Participant the Investor may, by delivery of written notice to such Transferring Holder the Founder (a “Put Notice”) within ten thirty (1030) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant the Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee the Founder to purchase from such Co-Sale Participant that the Investor the number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Residual Shares such Co-Sale Participant the Investor would have been entitled to Transfer to the Proposed Transferee purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (ia) The price per share at which the Put Shares are to be sold to the Transferring Holder Founder shall be equal to the price per share that the Investor would have received at the Co-Sale Participant would have received Closing of such Prohibited Transfer if such Co-Sale Participant the Investor had sold such Put Shares at the closing of the sale to the Proposed TransfereeCo-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee Founder received in the Prohibited TransferTransfer or at the Co-Sale Closing. Seller The Founder shall also reimburse the Co-Sale Participant 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 such the Investor’s Rights of Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, Section 7 or in the exercise of its rights under this Section 3.4(g) 9 with respect to the Put Shares. (iib) The Put Shares to be sold to the Proposed Transferee Founder shall be of the same class or type as Transferred in the Prohibited Transfer if such or at the Co-Sale Participant Closing if the Investor then owns securities of such class or type. If such Co-Sale Participant the Investor 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)Ordinary Shares. (iiic) The closing of such sale to the Transferring Holder Founder will occur within ten (10) days after the date of such Co-Sale Participantthe Investor’s Put Notice to such Transferring Holderthe Founder. At such closing, the Co-Sale Participant Investor shall deliver to the Transferring Holder Founder 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, such Transferring Holder the Founder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i9.3(a).