Common use of Put Right Clause in Contracts

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4.

Put Right. In (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the event Optionee's employment by end of the Corporation is terminated for any reason whatsoeverFinal Remarketing Period, whether voluntarilyHolders of Debentures will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the “Put Right”) to require the Corporation Company to purchase all or any portion such Debentures on the Purchase Contract Settlement Date, at a price per Debenture to be purchased equal to the principal amount of the Common Stock owned by applicable Debenture, plus accrued and unpaid interest to, but excluding, the Optionee at Purchase Contract Settlement Date (the Market Price “Put Price”). (as determined under Section 5.4 b) The Put Right of Holders of Applicable Ownership Interests in Debentures that are part of Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00 p.m., New York City time, on the Plan). Optionee shall exercise his put right by delivering second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date (or prior to 5:00 p.m., New York City time, on the "Closing Business Day immediately preceding the Purchase Contract Settlement Date", deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.03(b)(iii) and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise Purchase Contract and Pledge Agreement with respect to such settlement, and such Holders shall be deemed to have elected to have a portion of the put right. The Corporation shall proceeds of the Put Right of the Debentures underlying such Applicable Ownership Interests in Debentures equal to the Purchase Price set-off against such Holders’ obligations to pay the aggregate Market Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in cash at Closingfull satisfaction of such Holders’ obligations under the Purchase Contracts, orand any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such Holders. (c) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto, at its discretiontogether with such Holder’s separate Debenture, to the Trustee by such Holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Corporation may elect Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay the Market Price in five (5) equal annual installments commencing pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Debentures with respect to as which a "Redemption Date")Holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Debentures surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date Holders of such Separate Debentures. (thereafter adjusted annually d) Debentures purchased pursuant to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation Put Right shall be used to redeem cancelled by the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Trustee.

Put Right. In (a) If a Public Offering has not occurred by October 8, 2017, in the event Optionee's employment by any Target Investment is sold or repaid thereafter and prior to the Corporation is terminated earlier of an initial Public Offering and a listing of the REIT Shares on a national securities exchange or automated quotation system, SteepRock may, at its sole option, require SR Mezz to repurchase Common Units from SteepRock having a Value equal to the product of (i) the proceeds from the sale of such Target Investments and (ii) the lesser of (x) 5% and (y) SteepRock’s Sharing Percentage (as defined in the LLC Agreement). (b) Promptly following a sale or repayment of any Target Investment for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have which the right set forth in Section 4.01(a) applies, SR Mezz shall notify SteepRock in writing of such sale or repayment, including the amount of proceeds received by SR Mezz in respect thereof, the proposed use of such proceeds by SR Mezz, if known, and that SteepRock is entitled to require 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 Corporation exercise of each such option no later than fifteen (15) Business Days following receipt of the notice from SR Mezz referred to purchase 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 or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available Units tendered for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed repurchase pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation 4.01 shall be used delivered to redeem 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 maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance event any state or local property transfer tax is payable as a result of the shares required transfer of its Common Units to be redeemed on any SR Mezz, SR Mezz shall assume and pay such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to transfer tax. (d) The provisions of this Section 44.01 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. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever(a) Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period each holder of ninety (90) days thereafter, Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Corporation to purchase all redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any portion accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock owned by payment (the Optionee at “Put Right Common Stock Market Value”) shall be the Market Price greater of (as determined under Section 5.4 a) the weighted market sale price average of the PlanCommon Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 9). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction . (the "Closing"b) on Upon receipt of a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretionPut Right Notice, the Corporation may elect shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the Ownership Limit to pay a Non-exercising Holder pursuant to Article IX(A)(7) of the Market Price Articles prior to the Put Right Exercise Date if (i) such Non-exercising Holder provides the Board the representations and undertakings specified in five Article IX(A)(7) of the Articles prior to the Put Right Exercise Date and (5ii) equal annual installments commencing the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Put Right Exercise Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of shares of Common Stock (including any fraction of a share) determined in accordance with this Section 10 on the Closing Date and on each Put Right Exercise Date, concurrently with the conversion of the next four subsequent anniversary dates thereof shares specified in the Put Right Conversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (each such date shall be referred to as a "Redemption Date"the “Secondary Put Right”). The outstanding balance owed pursuant consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date Put Right. (thereafter adjusted annually to the prime rate in effect on c) At the first business day annual meeting of each calendar year) as published in shareholders following the Midwest edition issuance of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Series E Preferred Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to determine the number of shares required of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to be redeemed on so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next following Redemption Date and annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be redeemed on that date, subject to provisions of this Section 4exercisable.

Put Right. In (a) Prior to the event Optionee's employment settlement by the Corporation is terminated for Company of any reason whatsoeverSeries B Warrant upon exercise by the Original Yucaipa Stockholders, whether voluntarilyand subject to Tengelmann’s right to approve any issuance of Company Common Stock in connection therewith pursuant to Section 2.04(a)(ix), involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the Company will give Tengelmann the right (a “Put Right”) to require (i) cause the Corporation Company to settle such Series B Warrant by issuing and delivering Company Common Stock to Original Yucaipa Stockholders (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ii)) and (ii) sell to the Company some or all of the shares of Company Common Stock to be so issued and delivered to Yucaipa in the following manner, provided that the Company shall not be required to purchase all Company Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) The Company will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or any more Series B Warrants, specifying the number of shares (the “Share Number”) of Company Common Stock subject to such Series B Warrants and what portion, if any, the Company proposes to settle by the issuance and delivery to Yucaipa of Company Common Stock (the “Proposed Stock Settlement Amount”) and what portion, if any, the Company proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to the Company within 10 Business Days after receipt of a Warrant Exercise Notice indicating, (i) the number of shares of Company Common Stock which the Company shall purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Share Number) and (ii) if the Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of the Common Stock owned such excess to be settled by the Optionee at the Market Price (as determined under Section 5.4 issuance and delivery of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Company Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ii) (to the funds extent such approval is required thereby). The purchase price per share for such Company Common Stock will be equal to the Market Price of the Corporation legally available for the redemption of Optionee's Company Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In business day immediately preceding the date of exercise by Yucaipa of such eventSeries B Warrants (the “Put Price”). (d) If Tengelmann exercises its Put Right, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption DateCompany will purchase from Tengelmann, but not redeemed, shall be added to the number of shares required to be redeemed on of Company Common Stock set forth in the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Put Notice at the Put Price.

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (“Put Closing Date”) pursuant to the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Optionee's employment by Landlord exercises the Corporation is terminated for any reason whatsoeverPut Right, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have Tenant shall close on the right to require the Corporation to purchase all or any portion acquisition of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in Property no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Put Closing Date and on each shall pay to Landlord (i) a purchase price equal to $26,571,578 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the next four subsequent anniversary dates thereof transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (each such date i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be referred conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to as comply with the terms of this Section 14.2 shall be a "Redemption Date"). The outstanding balance owed pursuant to Default under the Corporation's payment obligation Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a rate equal to Guaranty of Tenant’s put obligation by the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition principal owners of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Tenant.

Put Right. In a. Beginning on the event Optionee's employment tenth business day after the date of this Agreement, except to the extent that and only to the extent prohibited by Section 160 of the Delaware General Corporation Law or by the Corporation is terminated for any reason whatsoeverCredit Agreement, whether voluntarilyas amended, involuntarilyby and among the Company, with cause Union Bank of California, N.A. and Bank of America National Trust and Savings Association (the "Credit Agreement") in amounts in ---------------- excess of $1,833,333 (in which case, to the extent that such limitations and prohibitions prevent redemptions under this Section 5, the Company shall use its best efforts to take all reasonably necessary actions not prohibited by this Agreement or without causethe Credit Agreement to remove such limitations or prohibition), Optionee shallupon the occurrence of an Event of Default (as defined below), for a period of ninety (90) days thereafter, Castle Creek shall have the right to elect at any time and from time to time by delivery of a notice to the Company (the "Redemption Notice") to require ----------------- the Corporation Company to purchase for cash for an amount per share of Common Stock equal to the Redemption Amount (as defined herein), any or all of the then outstanding Exchange Shares held by Castle Creek. To the extent that the Company is unable to honor any redemption otherwise required by this Section 5.a due to limitations or prohibitions imposed by the Credit Agreement or Section 160 of the Delaware General Corporation Law, the Company will, notwithstanding anything contained in this Section 5.a, be in breach of this Agreement and Castle Creek will be entitled to pursue any portion and all remedies available to it by virtue of such breach. b. The Redemption Amount per share of Common Stock shall equal the greater of (I) $4.00 and the (II) the highest closing bid price of the Common Stock owned by during the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") period beginning on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice Redemption Notice and ending on the date of exercise of redemption, as reported on the put right. principal securities exchange or trading market on which the Common Stock is traded. c. The Corporation Company shall pay to Castle Creek the aggregate Market Price Redemption Amount in cash at Closingcash, or, at its discretion, with respect to each share of Common Stock which is subject to the Corporation may elect to pay the Market Price in Redemption Notice within five (5) equal annual installments commencing on the Closing Date and on each business days of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the CorporationCompany's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day receipt of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Notice.

Put Right. In Following the event Put Date (as defined below) the Optionee shall have the right (the "Put Right") to require the Company to purchase from the Optionee or any Permitted Transferee (as defined pursuant to the Stockholders' Agreement) of any Option Stock (i) all Options (whether or not vested) held by such Optionee and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (ii) all Option Stock then held by such Optionee or his or her Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such shares of Option Stock on the date the right to put hereunder is exercised. For the purposes hereof the "Put Date" shall mean the first to occur of (i) the one year anniversary of the last day pursuant to Section 6(c) that Redemption Securities can be redeemed and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities (as defined in the Stockholders' Agreement) of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Corporation is terminated Company for any reason whatsoever, whether voluntarily, involuntarily, with cause Cause) or without cause, (II) the sixtieth day prior to the Expiration Date. The Optionee shall, for shall have a period from the Put Date until the first to occur of ninety (90i) days thereafter, have the right Expiration Date and (ii) the date upon which such options cease to require the Corporation be exercisable in accordance with Section 3D hereof in which to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written give notice in writing to the Corporation within such period. The Corporation and Optionee shall consummate Company of his or her election to exercise the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed rights pursuant to this Section 4 3C (the "Put Notice"); provided, however, that in no event shall the Optionee be permitted to exercise the put right granted hereby at any time during the period beginning on any Redemption or after the 6th anniversary of the Original Issuance Date and ending on the 90th day following the 7th anniversary of the Original Issuance Date. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the receipt of all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, those funds which are legally available for the Corporation as amended, if applicable). The price payable as described herein shall be used paid by delivery to redeem the maximum possible number Optionee or his or her Permitted Transferees against delivery of shares certificates or other instruments representing this Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The Company may choose to have a designee purchase any securities elected to be redeemed on sold to it hereunder so long as the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed Company shall remain outstanding. The balance bear any reasonable costs and expenses of the shares required Optionee and his or her Permitted Transferees in connection with the sale to be redeemed on any such Redemption Date, but designee that would not redeemed, shall be added have otherwise been incurred by him or her in connection with a sale to the number of shares required Company. All references to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of Company in this Section 43C shall refer to such designee as the context requires.

Put Right. In i. At any time and from time to time on or after the event Optionee's employment by seventh anniversary of the Corporation is terminated for any reason whatsoeverdate of the Prior Agreement, whether voluntarilybut not after the consummation of a Qualified Public Offering or a Sale of the Company, involuntarily, with cause or without cause, Optionee shall, for a period each holder of ninety (90) days thereafter, Purchaser Securities and Class B Senior Units shall have the right to require the Corporation Company to purchase all or any portion repurchase all, but not less than all, of the Common Stock owned outstanding Purchaser Securities and Class B Senior Units held by the Optionee such holder at the Market Repurchase Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right defined below) by delivering giving written notice to the Corporation within Company of such period. The Corporation and Optionee shall consummate the transaction holder's exercise of this right (the "ClosingEXERCISE NOTICE") on a date ). ii. Within 10 days after receipt of an Exercise Notice, the Company shall give written notice (the "Closing DateREPURCHASE NOTICE") to each other holder of Purchaser Securities and Class B Senior Units, setting forth the identity of the holder tendering such Exercise Notice, the number of Purchaser Securities and Class B Senior Units to be repurchased from such holder, and a reasonable approximation of the fair market value of the Company's assets (net of any liabilities) and of each Purchaser Security and Class B Senior Unit at a the time mutually acceptable of such Repurchase Notice. Each other holder of Purchaser Securities or Class B Senior Units shall be entitled to Corporation join in such repurchase and Optioneerequire the Company to purchase all, but in no event later not less than thirty (30) all, of the Purchaser Securities and Class B Senior Units held by such holder at the same closing, at the same price, and on the same terms as the holder tendering the Exercise Notice by giving Exercise Notice within 20 days following after the date of the Optionee's notice Repurchase Notice. iii. Promptly (but in any event within five days after the end of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretionthis 20-day period), the Corporation may elect Company shall send each holder of Purchaser Securities and Class B Senior Units written notice updating the information contained in the Repurchase Notice (the "REVISED REPURCHASE NOTICE"). iv. Within 10 days after the Repurchase Price (as defined below) for the Purchaser Securities and Class B Senior Units to pay be repurchased at any repurchase hereunder has been determined as set forth below, the Market Price in five (5) equal annual installments commencing on Company shall send a notice to each holder of Purchaser Securities and Class B Senior Units setting forth the Closing Date consideration to be paid for the Purchaser Securities and on each of the next four subsequent anniversary dates thereof (each such date shall Class B Senior Units to be referred to repurchased, as well as a "Redemption Date"). The outstanding balance owed pursuant time and place, mutually agreeable to the Corporation's payment obligation hereunder shall accrue interest at Company and the holders of a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day majority of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required Purchaser Securities and Class B Senior Units to be redeemed pursuant to this Section 4 on any Redemption Daterepurchased (treating the Purchaser Securities and the Class B Senior Units as a single class for purposes of such consent), those funds which are legally available for the Corporation shall be used to redeem closing of the maximum possible number repurchase transaction. At the closing of shares to be redeemed on the Redemption Date. In such eventrepurchase transaction, the shares of Optionee's Common Stock not redeemed electing holders shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added sell to the number of shares required to be redeemed on Company and the next following Redemption Date Company shall purchase from such holders the Purchaser Securities and shall be redeemed on that date, subject to provisions of this Section 4Class B Senior Units specified in the Revised Repurchase Notice at the Repurchase Price (as defined below).

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (“Put Closing Date”) pursuant to the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Optionee's employment by Landlord exercises the Corporation is terminated for any reason whatsoeverPut Right, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have Tenant shall close on the right to require the Corporation to purchase all or any portion acquisition of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in Property no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Put Closing Date and on each shall pay to Landlord (i) a purchase price equal to $14,672,132.20 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the next four subsequent anniversary dates thereof transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (each such date i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be referred conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to as comply with the terms of this Section 14.2 shall be a "Redemption Date"). The outstanding balance owed pursuant to Default under the Corporation's payment obligation Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a rate equal to Guaranty of Tenant’s put obligation by the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition principal owners of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Tenant.

Put Right. In (a) Prior to the event Optionee's employment settlement by A&P of any Roll-over Warrant upon exercise by Yucaipa, and subject to Tengelmann’s right to approve any issuance of A&P Common Stock in connection therewith pursuant to Section 2.04(a)(ix), A&P will give Tengelmann the right (a “Put Right”) to (i) cause A&P to settle such Roll-over Warrant by issuing and delivering A&P Common Stock to Yucaipa (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ix)) and (ii) sell to A&P some or all of the shares of A&P Common Stock to be so issued and delivered to Yucaipa in the following manner, provided that A&P shall not be required to purchase A&P Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) A&P will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Roll-over Warrants, specifying the number of shares (the “Share Number”) of A&P Common Stock subject to such Roll-over Warrants and what portion, if any, A&P proposes to settle by the Corporation is terminated for any reason whatsoeverissuance and delivery to Yucaipa of A&P Common Stock (the “Proposed Stock Settlement Amount”) and what portion, whether voluntarilyif any, involuntarilyA&P proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, with cause or without causeTengelmann will deliver a notice (a “Put Notice”) to A&P within ten business days after receipt of a Warrant Exercise Notice indicating, Optionee shall(i) the number of shares of A&P Common Stock which A&P shall purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Share Number) and (ii) if the Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned such excess to be settled by the Optionee at the Market Price (as determined under Section 5.4 issuance and delivery of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's A&P Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ix) (to the funds extent such approval is required thereby). The purchase price per share for such A&P Common Stock will be equal to the Market Price of the Corporation legally available for the redemption of Optionee's A&P Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In business day immediately preceding the date of exercise by Yucaipa of such eventRoll-over Warrants (the “Put Price”). (d) If Tengelmann exercises its Put Right, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption DateA&P will purchase from Tengelmann, but not redeemed, shall be added to the number of shares required to be redeemed of A&P Common Stock set forth in the Put Notice at the Put Price. (e) Such purchase and sale shall occur on the next following Redemption Date date A&P issues and shall be redeemed on that date, subject delivers A&P Common Stock to provisions Yucaipa in settlement of this Section 4such Roll-over Warrants.

Put Right. In At any time following the event Optioneedate which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's employment 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Series B Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Date reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is terminated for any reason whatsoeveractually repurchased by the Corporation. The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering provide written notice to the Corporation within holder setting forth (i) the Put Price, (ii) the place or places where certificates for such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable shares of Series B Preferred Stock are to Corporation and Optionee, but in no event later than thirty (30) days following the date be surrendered for payment of the Optionee's notice Put Price, including any procedures applicable to repurchases to be accomplished through book-entry transfers and (iii) that dividends on the shares of exercise Series B Preferred Stock to be repurchased shall cease to accumulate as of the put rightPut Date. The Corporation shall pay Upon the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Put Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for unless the Corporation shall be used to redeem default in making payment of the maximum possible number appropriate Put Price), whether or not certificates for shares which are the subject of shares to be redeemed on the Redemption Date. In such eventPut Notice have been surrendered for cancellation, the shares of Optionee's Common Series B Preferred Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added deemed to be no longer outstanding, dividends on the shares of Series B Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for the rights to receive the Put Price but without interest, and, up to the number later of shares required to be redeemed (i) the close of business on the next following Redemption first (1st) Business Day preceding the Put Date and shall be redeemed or (ii) the date on that datewhich the shares of Series B Preferred Stock are actually repurchased, subject the right to provisions of this convert such shares pursuant to Section 48 hereof.

Put Right. In (a) If there has not been a Successful Remarketing prior to the event Optionee's employment by the Corporation is terminated for any reason whatsoeverPurchase Contract Settlement Date, whether voluntarilyHolders of Separate Senior Notes and Holders of Corporate Units will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the “Put Right”) to require the Corporation Company to purchase all their Senior Notes, on the Purchase Contract Settlement Date, at a price equal to $1,000 per Senior Note or any portion $50 per Corporate Unit plus accrued and unpaid interest on the Senior Notes from, and including, May 15, 2011 to, but excluding, May 17, 2011 (the “Put Price”). (b) The Put Right with respect to a Holder’s Applicable Ownership Interest of Senior Notes that is part of a Corporate Unit will be automatically exercised unless such Holder (1) on or prior to 11:00 a.m., New York City time, on the Common Stock owned by second Business Day immediately preceding the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering Purchase Contract Settlement Date, provides written notice to the Corporation within such period. The Corporation Purchase Contract Agent of its intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, delivers to the Collateral Agent $50 in cash per Corporate Unit, in each case pursuant to the Purchase Contract Agreement. Unless a date Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock (or, in the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but circumstances described in no event later than thirty (30) days following the date Section 5.08 of the Optionee's notice Purchase Contract Agreement, shares of exercise Series A Preferred Stock) to be issued under the related Purchase Contract from a portion of the put rightProceeds of the Put Right to the Company in full satisfaction of such Holder’s obligations under the related Purchase Contract. The Corporation Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit Holder on the Purchase Contract Settlement Date together with the interest payment on the Senior Notes in respect of the Payment Date falling on May 15, 2011. If the Company shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect fail to pay the Market Put Price in five (5) equal annual installments commencing on the Closing Purchase Contract Settlement Date and on each of in accordance with the next four subsequent anniversary dates thereof (each such date foregoing, the Company shall be referred deemed to as have netted its obligation to pay the Put Price against the obligation of a "Redemption Holder of a Senior Note that is a component of a Corporate Unit to pay the Purchase Price under the related Purchase Contract on the Purchase Contract Settlement Date in full satisfaction of such Holder’s obligations under the Purchase Contract. (c) The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such Holder on or prior to the second Business Day prior to the Purchase Contract Settlement Date"). The outstanding balance owed On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day Holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Separate Senior Notes.

Put Right. In (i) If, as of the event Optionee's employment by date that is 90 days after the Corporation is terminated for date on which the Stockholder delivers a Third Party Transfer Election pursuant to Section 2.1(c) (such date, the “Put Trigger Date”), (A) Purchaser has not consummated a Purchaser IPO and (B) the Stockholder or any reason whatsoeverPermitted Transferee continue to hold Purchaser Common Shares, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, then the Stockholder shall have the right (on behalf of itself and the Permitted Transferees) to deliver, on one occasion in respect of the Put Trigger Date, a written notice to Purchaser on or prior to the date that is 30 days after the Put Trigger Date, electing to require the Corporation Purchaser to purchase all of the Purchaser Common Shares then held by the Stockholder or any portion Permitted Transferee within 90 days of delivery of the written notice to Purchaser of such election (such date, the “Put Closing Date”), at a price per Purchaser Common Stock owned by Share equal to the Optionee at Purchaser Common Share Value (this amount, the Market Price (as determined under Section 5.4 of the Plan“Put Amount”). Optionee The Stockholder and each Permitted Transferee, as applicable, shall exercise his put right execute and deliver to Purchaser customary share transfer documentation reasonably requested by delivering Purchaser in connection with any Transfer of Purchaser Common Shares contemplated by this Section 2.2(c) and, without limiting the foregoing, the Stockholder and each such Permitted Transferee shall be required to make Fundamental Representations to the Purchaser in the definitive share transfer documentation related to any such Transfer. (ii) Notwithstanding anything herein to the contrary, if, following the Closing and prior to the Put Closing Date, there has been a material and sustained disruption of, or material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Purchaser’s reasonable judgment, would materially impair Purchaser’s ability to obtain the financing necessary to pay the Put Amount to the Stockholder or any Permitted Transferee, as applicable, on commercially reasonable terms, then Purchaser may, upon delivery of written notice to the Corporation within Stockholder and such Permitted Transferees, extend the Put Closing Date until such time at which such financing becomes available on commercially reasonable terms (this time period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect “Put Closing Extension Period”). Purchaser shall use reasonable best efforts to pay obtain this financing at the Market Price in five (5) equal annual installments commencing earliest reasonable opportunity. During the Put Closing Extension Period, interest on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall Put Amount will accrue interest at a rate equal of four percent (4.0%) per annum; provided that under no circumstances will such interest rate be less than the short-term Applicable Federal Rate, as defined in Section 1274(d) of the Internal Revenue Code (the “AFR”), and Purchaser and the Stockholder shall periodically review this interest rate (and no less than annually) until the Put Amount is fully paid to ensure this interest rate continues to exceed the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day AFR. Purchaser’s internal records of each calendar year) as published applicable interest rates will be determinative in the Midwest edition absence of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4manifest error.

Put Right. In (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the event Optionee's employment by the Corporation is terminated for any reason whatsoeverFinal Remarketing Date, whether voluntarilyholders of Subordinated Notes will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the “Put Right”) to require the Corporation Company to purchase all or any portion such Subordinated Notes on the Purchase Contract Settlement Date, at a price per Subordinated Note equal to the principal amount of the Common Stock owned by applicable Subordinated Note (the Optionee at “Put Price”). (b) The Put Right of holders of Applicable Ownership Interests in Subordinated Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Market Price (as determined under Section 5.4 of second Business Day immediately preceding the Plan). Optionee shall exercise his put right by delivering Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date or prior to 5:00 p.m., New York City time, on the Business Day prior to the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Holders that satisfy conditions (the "Closing Date"1) and at a time mutually acceptable (2) above shall be deemed to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect have elected to pay the Market Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the Put Right in five full satisfaction of such holders’ obligations under the Purchase Contracts. (5c) equal annual installments commencing The Put Right of a holder of a Separate Subordinated Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Subordinated Notes with respect to as which a "Redemption Date")holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Subordinated Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal distribute the Put Price to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Separate Subordinated Notes.

Put Right. In (a) At any time following a Put Trigger Event, Madison Member shall have the event Optionee's employment by the Corporation is terminated for any reason whatsoeverright, whether voluntarilyin its sole and absolute discretion, involuntarily, with cause or without cause, Optionee shall, to require TPG Member to purchase all and not less than all of Madison Member’s Interest for a period purchase price equal to the Put Price (the “Put Right”) upon a notice from Madison Member to TPG Member that Madison Member is exercising its Put Right under this Section 9.04 (the “Put Notice”). (b) Upon exercise of the Put Right, TPG Member shall acquire the Interest of Madison Member on or prior to the one hundred and eightieth (180th) day after the receipt by TPG of the Put Notice (the “Put Period”). Within ten (10) days of the determination of the Fair Market Value pursuant to Section 9.04(f), TPG Member shall deposit a nonrefundable amount equal to five percent (5%) of the Put Price (the “Put Deposit 1”) in escrow pursuant to a customary escrow agreement. On or prior to the conclusion of the Put Period, TPG Member may elect by notice to Madison Member (the “Extension Election Notice”) to defer the closing by an additional ninety (90) days thereafterbeginning on the date of such election. Simultaneously with TPG Member’s delivery of the Extension Election Notice, have TPG Member shall deposit a nonrefundable amount equal to one percent (1%) of the right Put Price (the “Put Deposit 2”, and collectively with the Put Deposit 1, the “Put Deposits”) in escrow pursuant to require a customary escrow agreement. (c) At the Corporation closing, the Put Price shall be paid by TPG Member to Madison Member in immediately available funds. The terms of the purchase and sale shall be unconditional and (i) Madison Member shall represent and warrant that it has all necessary power and authority to transfer its Interest, that it is the record and beneficial owner of its Interest and that its Interest is owned by it free and clear of all liens and encumbrances and is subject to no legal or equitable claims and (ii) TPG Member shall assume all obligations and liabilities relating to the purchased Interest arising from transactions or events occurring after the closing of such sale. Upon request, each of Madison Member and TPG Member shall deliver to the other customary documentation evidencing the sale, assignment, representations and assumptions set forth herein. (d) If TPG Member defaults in its obligation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed Madison Member’s Interest pursuant to this Section 4 on any Redemption Date9.04, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance Madison Member may elect one or more of the shares required following remedies: (i) retain the Put Deposits as liquidated damages, (ii) exercise its Put Right again, at any time, in its sole and absolute discretion, provided that upon an exercise of the Put Right pursuant to be redeemed this Section 9.04(d), TPG Member shall acquire the Interest of Madison Member on any such Redemption Date, but not redeemed, shall be added or prior to the number ninetieth (90th) day after the receipt by TPG Member of shares required the Put Notice and TPG Member may not deliver an Extension Election Notice, (iii) Transfer its Interest to be redeemed on any institutional third party transferee without obtaining the next following Redemption Date and shall be redeemed on that date, prior written consent of TPG Member (but subject to provisions any required approval from CalSTRS), (iv) pursue all legal rights and remedies against TPG Member, including the recovery of this damages arising from such breach and (v) cause the Company to pay to Madison Member all of the distributions otherwise payable to TPG Member pursuant to Section 46.07 hereof (which distributions will be credited against the obligation of TPG Member to purchase all of Madison Member’s Interest), until TPG Member acquires the Interest of Madison Member.

Put Right. In At any time following the event Optioneedate which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's employment 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series C Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series C Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Series C Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Date reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series C Preferred Stock shall be permitted to convert their Series C Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not 5 139 actually repurchased by the Corporation on the Put Date, the date on which the Series C Preferred Stock is terminated for any reason whatsoeveractually repurchased by the Corporation. The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series C Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering provide written notice to the Corporation within holder setting forth (i) the Put Price, (ii) the place or places where certificates for such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable shares of Series C Preferred Stock are to Corporation and Optionee, but in no event later than thirty (30) days following the date be surrendered for payment of the Optionee's notice Put Price, including any procedures applicable to repurchases to be accomplished through book-entry transfers and (iii) that dividends on the shares of exercise Series C Preferred Stock to be repurchased shall cease to accumulate as of the put rightPut Date. The Corporation shall pay Upon the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Put Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for unless the Corporation shall be used to redeem default in making payment of the maximum possible number appropriate Put Price), whether or not certificates for shares which are the subject of shares to be redeemed on the Redemption Date. In such eventPut Notice have been surrendered for cancellation, the shares of Optionee's Common Series C Preferred Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added deemed to be no longer outstanding, dividends on the shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for the rights to receive the Put Price but without interest, and, up to the number later of shares required to be redeemed (i) the close of business on the next following Redemption first (1st) Business Day preceding the Put Date and shall be redeemed or (ii) the date on that datewhich the shares of Series C Preferred Stock are actually repurchased, subject the right to provisions of this convert such shares pursuant to Section 48 hereof.

Put Right. In Following the event Put Date (as defined below) the Optionee shall have the right (the "Put Right") to require the Company to purchase from the Optionee or any Permitted Transferee (as defined pursuant to the Stockholders' Agreement) of any Option Stock (i) the Option (whether or not any portion thereof is vested) and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (ii) all Option Stock then held by such Optionee or his Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such shares of Option Stock on the date the Put Right hereunder is exercised. For the purposes hereof the "Put Date" shall mean the first to occur of (i) the one year anniversary of the last day that Redemption Securities can be redeemed pursuant to Section 6(c) of the Certificate of Designations and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Corporation is terminated Company for any reason whatsoever, whether voluntarily, involuntarily, with cause Cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at for Good Reason) or (II) the Market Price (as determined under Section 5.4 of sixtieth day prior to the Plan)Expiration Date. The Optionee shall exercise his put right by delivering written have a period from the Put Date until the first to occur of (i) the Expiration Date and (ii) the date upon which such Option ceases to be exercisable in accordance with Section 3D hereof in which to give notice in writing to the Corporation within such period. The Corporation and Optionee shall consummate Company of his election to exercise the transaction rights pursuant to this Section 3C (the "ClosingPut Notice") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee); provided, but however, that in no event later than thirty (30) days shall the Optionee be permitted to exercise the Put Right granted hereby at any time during the period beginning on or after the 6th anniversary of the Original Issuance Date and ending on the 90th day following the date 7th anniversary of the Optionee's notice of exercise Original Issuance Date. The completion of the put rightpurchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the receipt of all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable). The Corporation price payable as described herein shall pay be paid by delivery to the aggregate Market Price Optionee or his Permitted Transferees against delivery of certificates or other instruments representing this Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing the Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The purchase price may be paid in cash, or if (A) the Company is prohibited from paying cash at Closingunder any financing arrangement or applicable law or (B) the Board makes a good faith determination that the payment of cash would create a material adverse effect on the financial condition of the Company, or, at its discretion, the Corporation then such purchase price may elect to pay the Market Price be paid (i) by note payable in installments of no longer than five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue years, bearing interest at a rate equal to the Company's prime rate on the Closing Date (thereafter adjusted annually to the prime lending rate in effect as of the date of purchase or (ii) by delaying the exercise of the Put Right until the financing or legal restrictions lapse; provided, however, that to the extent possible, the Company shall pay the Optionee an amount in cash sufficient to cover any income tax liability imposed on the first business day Optionee resulting from the exercise of each calendar year) such Put Right, at such times as published are necessary for the Optionee to make required tax payments in a timely fashion. The Company may choose to have a designee purchase any securities elected to be sold to it hereunder so long as the Midwest edition Company shall bear any reasonable costs and expenses of the Wall Street Journal or any successor publicationOptionee and his Permitted Transferees in connection with the sale to such designee that would not have otherwise been incurred by him in connection with a sale to the Company. Notwithstanding All references to the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to Company in this Section 4 on any Redemption Date, those funds which are legally available for 3C shall refer to such designee as the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4context requires.

Put Right. In a. Beginning on the event Optionee's employment tenth business day after the date of this Agreement, except to the extent that and only to the extent prohibited by Section 160 of the Delaware General Corporation Law or by the Corporation is terminated for any reason whatsoeverCredit Agreement, whether voluntarilyas amended, involuntarilyby and among the Company, with cause Union Bank of California, N.A. and Bank of America National Trust and Savings Association (the "Credit Agreement") in amounts in ---------------- excess of $1,666,667 (in which case, to the extent that such limitations and prohibitions prevent redemptions under this Section 5, the Company shall use its best efforts to take all reasonably necessary actions not prohibited by this Agreement or without causethe Credit Agreement to remove such limitations or prohibition), Optionee shallupon the occurrence of an Event of Default (as defined below), for a period of ninety (90) days thereafter, CVI shall have the right to elect at any time and from time to time by delivery of a notice to the Company (the "Redemption Notice") to require the Corporation ----------------- Company to purchase for cash for an amount per share of Common Stock equal to the Redemption Amount (as defined herein), any or all of the then outstanding Exchange Shares held by CVI. To the extent that the Company is unable to honor any redemption otherwise required by this Section 5.a due to limitations or prohibitions imposed by the Credit Agreement or Section 160 of the Delaware General Corporation Law, the Company will, notwithstanding anything contained in this Section 5.a, be in breach of this Agreement and CVI will be entitled to pursue any portion and all remedies available to it by virtue of such breach. b. The Redemption Amount per share of Common Stock shall equal the greater of (I) $4.00 and the (II) the highest closing bid price of the Common Stock owned by during the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") period beginning on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice Redemption Notice and ending on the date of exercise of redemption, as reported on the put right. principal securities exchange or trading market on which the Common Stock is traded. c. The Corporation Company shall pay to CVI the aggregate Market Price Redemption Amount in cash at Closingcash, or, at its discretion, with respect to each share of Common Stock which is subject to the Corporation may elect to pay the Market Price in Redemption Notice within five (5) equal annual installments commencing on the Closing Date and on each business days of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the CorporationCompany's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day receipt of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Notice.

Put Right. In (a) Optionees, upon 15 business days’ advance notice (the event Optionee's employment “Redemption Notice”) to Grantor, shall have the right, but not the obligation, to cause Grantor to purchase on the Redemption Date (as defined below) any or all of, Five Hundred and Thirty-Five Thousand (535,000) shares of common stock $0.0001 par value per share (the “LIQD Shares”) of Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) then held by the Corporation is terminated Optionees (the “Put Right”) for five dollars and fifty cents ($5.50) per LIQD Share (the “Redemption Price”). The Put Right may be exercised by the Optionees at any reason whatsoevertime during the period commencing on January 31, whether voluntarily2016 and ending on February 28, involuntarily2016 (the “Redemption Period”). (b) The Redemption Price and the number of LIQD Shares subject to the Put Right shall be equitably adjusted to account for (i) any stock issuances of the Company that occur from the Effective Date until the Redemption Date (based on a customary weighted average anti-dilution formula), and (ii) any stock splits, stock dividends, recapitalizations, reorganizations and other similar events of the Company that have occurred from the Effective Date until the Redemption Date. (c) The Redemption Notice will specify the effective date of the redemption during the Redemption Period (the “Redemption Date”) to Grantor, and the entire Redemption Price due shall be paid by Grantor within 15 business days thereof and shall be payable in cash by wire transfer of immediately available funds to an account designated by the Optionees in the Redemption Notice. (d) Within 15 business days of the Optionee’s receipt of payment of the Redemption Price, the Optionees will deliver the LIQD Shares to Grantor together with stock powers with a medallion signature guarantee or other transfer documentation reasonably requested by Grantor sufficient to cause or without cause, Optionee shall, for a period LIQD’s transfer agent to effect an transfer of ninety the LIQD Shares to Grantor. (90e) days thereafter, The Optionees shall have the right to require proceed against Grantor to enforce the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Put Right.

Put Right. (i) In the event Optionee's employment that Ground Lessee has not timely delivered a Purchase Notice or completed the purchase of the Mixed-Use Development Parcels prior to the Expiration Date, or upon the occurrence of an Event of Default, or upon notice from the City delivered at any time on or after the last day of the calendar month in which the fifth (5th) anniversary of this Lease occurs, the City may, in its sole discretion, require Ground Lessee to purchase the Mixed-Use Development Parcels (“Put Right”) by delivering written notice to Ground Lessee (a “Put Notice”) stating that the Corporation is terminated for any reason whatsoeverCity intends to cause Ground Lessee to purchase the Mixed-Use Development Parcels. The City must issue a Put Notice, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of no later than ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice prior to the Corporation within such periodExpiration Date. The Corporation and Optionee shall consummate In the transaction event the City timely issues a Put Notice to Ground Lessee, then, on the earlier of (a) the "Closing"Expiration Date or (b) on a the date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than that is thirty (30) days following the date of the Optionee's notice of exercise of Put Notice (as applicable, the put right“Put Closing Date”), Ground Lessee shall purchase the Mixed-Use Development Parcels from the City in their AS-IS, WHERE-IS condition and with ALL FAULTS for an amount equal to the Purchase Price. The Corporation term of this Lease shall automatically be extended through the Put Closing Date, if applicable. (ii) At the closing, Ground Lessee or its designee shall pay the aggregate Market Purchase Price for the Mixed-Use Development Parcels, and the City shall deliver to Ground Lessee its quit-claim deed and any other instruments reasonably required by necessary to effectively convey to Ground Lessee the title to the Mixed-Use Development Parcels and any reversionary right in cash the Improvements, free and clear of any City Encumbrances, provided that the City shall not take on material, additional liability thereby, nor have any obligation whatsoever to indemnify any party in connection therewith. (iii) If Ground Lessee defaults in its obligation to purchase the Mixed-Use Development Parcels pursuant to the terms of this Section 3(D), it shall be an immediate Event of Default entitling the City to pursue any and all remedies hereunder, and the City shall, in addition to all other rights at Closinglaw or in equity, orbe entitled to compel performance pursuant to an action for specific performance hereunder. The City may, at its discretion, record the Corporation may elect to pay quit-claim deed and transfer title, free and clear of any City Encumbrances, Ground Lessee hereby expressly accepting delivery of such deed, and in such event the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date City shall be referred to as retain a "Redemption Date"). The outstanding balance owed pursuant claim against Ground Lessee for any amounts still owing to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4City.

Put Right. In If prior to the event Optioneeearlier of the date which is 42 months after the Closing Date or the Positive EPS Date QUALCOMM shall enter into an agreement to effect, in one or in a series of related transactions with a Third Party or such Third Party's employment by Affiliates, a sale, transfer or other disposition of more than 50% of the Corporation is terminated for any reason whatsoeverthen outstanding Ordinary Shares, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, VeloCom shall have the right (a "Put Right") to require the Corporation elect to sell to QUALCOMM, and QUALCOMM shall be required to purchase from VeloCom for cash, all (but not less than all) of VeloCom's Ordinary Shares. Notwithstanding anything herein to the contrary, the Put Right may not be exercised until after the earlier of the date which is 42 months after the Closing Date or the Positive EPS Date and shall expire 6 months after such date. The purchase price of VeloCom's Ordinary Shares purchased by QUALCOMM pursuant to the Put Right shall be the greater of (x) the price per Ordinary Share sold by QUALCOMM in the transaction giving effect to the Put Right and (y) the Current Market Price at the time the Put Right is exercised. If in the transaction giving rise to the Put Right QUALCOMM intends to sell any QUALCOMM Commitment Shares along with the corresponding portion of the Common Stock owned by the Optionee at the Market Price QUALCOMM Commitment (as determined permitted under Section 5.4 3.4(a)) and the per share sale price applicable to such transaction does not take into account the value of the Plan). Optionee shall exercise his put right by delivering written notice QUALCOMM Commitment being so assumed, then the per share price applicable to the Corporation within Put Right shall be increased to include such periodvalue. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following On the date of the Optionee's notice of exercise closing of the put righttransaction giving rise to the Put Right, QUALCOMM shall confirm in writing to VeloCom its obligations arising from the Put Right in form reasonably satisfactory to VeloCom. The Corporation Put Right shall pay be exercised by delivery to QUALCOMM of a written notice (the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5"Put Notice") equal annual installments commencing on the Closing Date and on each of such exercise. The closing of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporationpurchase of VeloCom's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed Ordinary Shares pursuant to this Section 4 on any Redemption Date6.7 shall take place at the principal offices of the Company (or such other place as QUALCOMM and VeloCom may agree) no later than sixty (60) days following receipt by QUALCOMM of the Put Notice. At the closing of the purchase of VeloCom's Ordinary Shares pursuant to this Section 6.7, those funds which are legally available for the Corporation VeloCom shall be used assign and transfer to redeem the maximum possible number of shares QUALCOMM good and valid title to VeloCom's Ordinary Shares to be redeemed on sold and transferred, free and clear of all Liens, and QUALCOMM shall pay to VeloCom the Redemption Date. In purchase price for such event, the shares Ordinary Shares in cash by delivery of Optionee's Common Stock a certified check or bank check or by wire transfer of immediately available funds to such account as VeloCom shall direct by written notice delivered to QUALCOMM not redeemed shall remain outstanding. The balance of the shares required later than two (2) Business Days prior to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4closing.

Put Right. In Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the event Optionee's employment by end of the Corporation is terminated for any reason whatsoeverFinal Remarketing Period, whether voluntarilyholders of Senior Notes will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 9.05, have the right (the "Put Right") to require the Corporation Company to purchase all or any portion such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the principal amount of the Common Stock owned by applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Optionee at Purchase Contract Settlement Date (the Market Price (as determined under Section 5.4 of the Plan"Put Price"). Optionee shall exercise his put right by delivering The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date (or prior to 5:00 p.m., New York City time, on the "Closing Business Day immediately preceding the Purchase Contract Settlement Date", deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(c)(iii) and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise Purchase Contract and Pledge Agreement with respect to such settlement, and such holders shall be deemed to have elected to have a portion of the put right. The Corporation shall proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price set-off against such holders' obligations to pay the aggregate Market Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in cash at Closingfull satisfaction of such holders' obligations under the Purchase Contracts, or, at its discretionand any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Corporation may elect Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay the Market Price in five (5) equal annual installments commencing pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Senior Notes with respect to as which a "Redemption Date")holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Senior Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publicationsuch Separate Senior Notes. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4.Tax Treatment

Put Right. In (a) At any time after February 28, 2015, if the event Optionee's employment Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the Corporation is terminated parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of an amount equal to the Forced Sale Purchase Price no later than ninety (90) days thereafterfrom the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice. (b) Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and ▇▇▇▇ of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the Co-Tenants), with warranties that Stonehenge holds title to and is conveying Stonehenge's Co-Tenancy Interest free and clear of any encumbrances, other than the Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to the purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, which shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the party that would customarily bear such cost in the jurisdiction where the Property is located. BEMT shall bear the costs of title insurance fees and transfer taxes, along with any fees associated with a lender's approval of such transaction including any assumption or review fees. BEMT shall cause the Guarantor affiliated with Stonehenge to be released from liability under the Guaranty arising from and after such sale, and for the LOC to be released in full. (c) To the extent Stonehenge has elected to exercise the right set forth in this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ shall have the right to require exercise the Corporation buy/sell provisions set forth on Exhibit “C” hereto; provided, however, if any such buy/sell rights have been exercised prior to purchase all or any portion BEMT's receipt of the Common Stock owned by Forced Sale Notice, then Stonehenge will not have the Optionee at right to exercise its rights under this Section 12 to interrupt or avoid the Market Price (as determined under Section 5.4 implementation of the Plan). Optionee shall exercise his put right by delivering written notice buy/sell provisions set forth on Exhibit “C” hereto. (d) Should BEMT fail to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed perform pursuant to this Section 4 on any Redemption Date13, those funds which are legally available for the Corporation then Stonehenge shall be used entitled to redeem avail itself of any and all remedies available at law or in equity, including, without limitation, an action for specific performance against BEMT; provided, that, if, following the maximum possible number exercise of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance commercially reasonable efforts following receipt of the shares required Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to be redeemed on Secured Lender in connection with the transaction described in this Section 13), BEMT is unable to cause any such Redemption Date, but not redeemed, shall be added Secured Lender to consent to the number release of shares required the Guaranty and the release of the LOC (and BEMT's subsequent failure to refinance the Loan), then Stonehenge shall not be redeemed entitled to avail itself of any of the foregoing remedies and the Co-Tenants shall proceed to market and sell the Property on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4commercially reasonable terms.

Put Right. In (a) At any time after February 28, 2015, if the event Optionee's employment Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the Corporation is terminated parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of an amount equal to the Forced Sale Purchase Price no later than ninety (90) days thereafterfrom the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice. (b) Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and b▇▇▇ of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the Co-Tenants), with warranties that Stonehenge holds title to and is conveying Stonehenge's Co-Tenancy Interest free and clear of any encumbrances, other than the Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to the purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, which shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the party that would customarily bear such cost in the jurisdiction where the Property is located. BEMT shall bear the costs of title insurance fees and transfer taxes, along with any fees associated with a lender's approval of such transaction including any assumption or review fees. BEMT shall cause the Guarantor affiliated with Stonehenge to be released from liability under the Guaranty arising from and after such sale, and for the LOC to be released in full. (c) To the extent Stonehenge has elected to exercise the right set forth in this S▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ shall have the right to require exercise the Corporation buy/sell provisions set forth on Exhibit “C” hereto; provided, however, if any such buy/sell rights have been exercised prior to purchase all or any portion BEMT's receipt of the Common Stock owned by Forced Sale Notice, then Stonehenge will not have the Optionee at right to exercise its rights under this Section 12 to interrupt or avoid the Market Price (as determined under Section 5.4 implementation of the Plan). Optionee shall exercise his put right by delivering written notice buy/sell provisions set forth on Exhibit “C” hereto. (d) Should BEMT fail to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed perform pursuant to this Section 4 on any Redemption Date13, those funds which are legally available for the Corporation then Stonehenge shall be used entitled to redeem avail itself of any and all remedies available at law or in equity, including, without limitation, an action for specific performance against BEMT; provided, that, if, following the maximum possible number exercise of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance commercially reasonable efforts following receipt of the shares required Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to be redeemed on Secured Lender in connection with the transaction described in this Section 13), BEMT is unable to cause any such Redemption Date, but not redeemed, shall be added Secured Lender to consent to the number release of shares required the Guaranty and the release of the LOC (and BEMT's subsequent failure to refinance the Loan), then Stonehenge shall not be redeemed entitled to avail itself of any of the foregoing remedies and the Co-Tenants shall proceed to market and sell the Property on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4commercially reasonable terms.

Put Right. In (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the event Optionee's employment by the Corporation is terminated for any reason whatsoeverFinal Remarketing Date, whether voluntarilyholders of Subordinated Notes will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the “Put Right”) to require the Corporation Company to purchase all or any portion such Subordinated Notes on the Purchase Contract Settlement Date, at a price per Subordinated Note to be purchased equal to the principal amount of the Common Stock owned by applicable Subordinated Note, plus accrued and unpaid interest to, but excluding, the Optionee at Purchase Contract Settlement Date (the Market Price “Put Price”). (as determined under Section 5.4 b) The Put Right of holders of Applicable Ownership Interests in Subordinated Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Plan). Optionee shall exercise his put right by delivering second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date (or prior to 5:00 p.m., New York City time, on the "Closing Business Day immediately preceding the Purchase Contract Settlement Date") and at a time mutually acceptable , deliver to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price Collateral Agent $25 in cash at Closingper Purchase Contract, orin each case pursuant to the Purchase Contract Agreement, at its discretion, the Corporation may elect and such holders shall be deemed to have elected to pay the Market Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right of the Subordinated Notes underlying such Applicable Ownership Interests in Subordinated Notes equal to the Purchase Price in five full satisfaction of such holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holder. (5c) equal annual installments commencing The Put Right of a holder of a Separate Subordinated Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Subordinated Notes with respect to as which a "Redemption Date")holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Subordinated Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Separate Subordinated Notes.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (i.e., on account of Optionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 4. The restrictions on Optionee's Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the exercise of an Option that, as of the desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to this Agreement.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, First New York shall have the right (the “Put Right”) to require Overstock to repurchase all, but not less than all, of the Corporation outstanding Cryptodebt, at any time after Closing. The price Overstock shall be required to purchase pay upon exercise of the Put Right (the “Put Repurchase Price”) shall depend on the date on which the Put Right is exercised. If First New York exercises the Put Right at any time before November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 96.0% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If First New York exercises the Put Right at any time on or after November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 102.5% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If the Put Right is exercised by First New York, regardless of the date on which the Put Right is exercised, the principal amount outstanding on the Promissory Note and all accrued and unpaid interest thereon (such amount, as of the applicable time of determination, the “Note Prepayment Amount”) shall become due and payable upon the closing of the Put Right transaction. To exercise the Put Right, First New York shall deliver written notice of its exercise of the Put Right to Overstock at its address set forth on the signature page to this Agreement, or by facsimile to the facsimile number for Overstock set forth on the signature page to this Agreement, such notice to be in substantially the form set forth in Exhibit B to this Agreement (the “Put Notice”). The closing of the Put Right transaction (and the related settlement of the Promissory Note and the payment of the Note Prepayment Amount) shall occur within two (2) Business Days following the date on which Overstock received the Put Notice (the “Repurchase Date”). Following the exercise of the Put Right, Overstock and Medici shall take all necessary action to complete the actions contemplated by Section 4.2(f) prior to the Repurchase Date or the Redemption Date (as applicable). The failure by Overstock or Medici to complete such actions by the Repurchase Date, shall not delay the closing of the Put Right transaction. At the closing of the Put Right (and the related settlement of the Promissory Note and the payment of the Note Prepayment Amount), the Cryptodebt shall be redeemed upon the payment by Overstock to First New York of the Put Repurchase Price and the Promissory Note shall be settled and cancelled upon the payment by First New York to Overstock of the Note Prepayment Amount; provided that, to the fullest extent possible, the parties shall offset (i) the Note Prepayment Amount against the Put Repurchase Price, and (ii) the Put Repurchase Price against the Note Prepayment Amount, and (i) Overstock shall pay to First New York at the closing of the Put Right transaction any remaining portion of the Common Stock owned Put Repurchase Price by the Optionee wire transfer of immediately available funds, and (ii) First New York shall pay to Overstock at the Market Price (as determined under Section 5.4 closing of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the Put Right transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date any remaining portion of the Optionee's notice Note Prepayment Amount by wire transfer of immediately available funds. No interest shall be due or payable on any premium to be paid in connection with any exercise of the put rightPut Right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing Interest on the Closing Date and on each principal amount of the next four subsequent anniversary dates thereof (each such date Cryptodebt shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant accrue to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publicationRepurchase Date. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares Any amounts required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for paid by the Corporation parties hereunder shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added paid to the number other party by wire transfer of shares required immediately available funds to be redeemed the bank account of such party listed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4.Exhibit G.

Put Right. In If an Incomplete Co-Sale occurs and the event Optionee's employment by provisions of Section 6 hereof apply, the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shallrelevant Participating Co-Sale Stockholder may require Transferring Stockholder to purchase from such Participating Co-Sale Stockholder, for a period cash or such other consideration as Transferring Stockholder received in the Incomplete Co-Sale, that number of ninety shares of Equity (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the same class, series or type as transferred in the Incomplete Co-Sale, if such Participating Co-Sale Stockholder then owns Equity of such class, series or type, and otherwise of Common Stock owned by Stock) having a purchase price equal to the Optionee at aggregate purchase price such Participating Co-Sale Stockholder would have received in the Market Price Closing of such Incomplete Co-Sale if such Participating Co-Sale Stockholder had exercised and been able to consummate such Stockholder’s Right of Co-Sale with respect thereto (as determined under Section 5.4 of the Plan“Stockholder’s Put Right”). Optionee shall A Participating Co-Sale Stockholder may exercise his put right such Stockholder’s Put Right by delivering delivery of written notice to Transferring Stockholder and Parent (a “Put Notice”) within ten (10) days after such Participating Co-Sale Stockholder becomes aware of the Corporation within such periodIncomplete Co-Sale. The Corporation and Optionee shall consummate the transaction closing of such sale to Transferring Stockholder under such Stockholder’s Put Right will occur within ten (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (3010) days following after the date of the Optionee's notice of exercise such Stockholder’s Put Notice. If a Participating Co-Sale Stockholder does not hold shares of the put right. The Corporation shall pay the aggregate Market Price in cash at Closingsame class, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to series or type as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published transferred in the Midwest edition of Incomplete Co-Sale and is entitled to require Transferring Stockholder to purchase Common Stock held by the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common StockParticipating Co-Sale Stockholder, if the funds of the Corporation legally available for the redemption purpose of Optionee's Common Stock are insufficient to redeem determining the total number of shares of Common Stock that Transferring Stockholder is required to purchase, the value of such Common Stock shall be redeemed equal to its fair market value as determined by the Board of Directors of Parent in good faith. If any party disputes a determination of the Board of Directors pursuant to this Section 4 on any Redemption Date6.2, those funds which are legally available for the Corporation matter shall be used to redeem resolved in the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this manner contemplated by Section 43.1(c).

Put Right. In (i) If, as of the event Optionee's employment by date that is 90 days after the Corporation is terminated for date on which the Stockholder delivers a Third Party Transfer Election pursuant to Sections 2.1(c) or 2.1(d) (any reason whatsoeversuch date, whether voluntarilya “Put Trigger Date”), involuntarily(A) Buyer has not consummated a Buyer IPO and (B) the Stockholder or any Permitted Transferee continue to hold Buyer Common Shares, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, then the Stockholder shall have the right (on behalf of itself and the Permitted Transferees) to deliver, on one occasion in respect of each Put Trigger Date, a written notice to Buyer on or prior to the date that is 30 days after any such Put Trigger Date, electing to require the Corporation Buyer to purchase all the Buyer Common Shares then held by the Stockholder or any portion Permitted Transferee within 90 days of delivery of the written notice to Buyer of such election (any such date, a “Put Closing Date”), at a price per Buyer Common Stock owned by Share equal to the Optionee at Buyer Common Share Value (this amount, the Market Price (as determined under Section 5.4 of the Plan“Put Amount”). Optionee The Stockholder and each Permitted Transferee, as applicable, shall exercise his put right execute and deliver to Buyer customary share transfer documentation reasonably requested by delivering Buyer in connection with any Transfer of Buyer Common Shares contemplated by this Section 2.2(c) and, without limiting the foregoing, the Stockholder and each such Permitted Transferee shall be required to make Fundamental Representations to Buyer in the definitive share transfer documentation related to any such Transfer. (ii) Notwithstanding anything herein to the contrary, if, following the Closing and prior to the applicable Put Closing Date, there has been a material and sustained disruption of, or material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Buyer’s reasonable judgment, would materially impair Buyer’s ability to obtain the financing necessary to pay the Put Amount to the Stockholder or any Permitted Transferee, as applicable, on commercially reasonable terms, then Buyer may, upon delivery of written notice to the Corporation within Stockholder and such Permitted Transferees, extend such Put Closing Date until such time at which such financing becomes available on commercially reasonable terms (this time period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect “Put Closing Extension Period”). Buyer shall use reasonable best efforts to pay obtain this financing at the Market Price in five (5) equal annual installments commencing earliest reasonable opportunity. During any Put Closing Extension Period, interest on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall Put Amount will accrue interest at a rate equal of four percent (4.0%) per annum; provided that under no circumstances will such interest rate be less than the short-term Applicable Federal Rate, as defined in Section 1274(d) of the Internal Revenue Code (the “AFR”), and Buyer and the Stockholder shall periodically review this interest rate (and no less than annually) until the Put Amount is fully paid to ensure this interest rate continues to exceed the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day AFR. Buyer’s internal records of each calendar year) as published applicable interest rates will be determinative in the Midwest edition absence of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4manifest error.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five three (53) equal annual installments commencing on the Closing Date and on each of the next four two subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a reason other than voluntary resignation without Good Reason, (i.e., on account of Optionee's death or disability, or by the Corporation, with or without cause, or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to require the Corporation to purchase all of his shares of Common Stock in accordance with this Section 4. The restrictions on Optionee's Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the exercise of an Option that, as of the desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to this Agreement.

Put Right. In Subject to the event Optionee's employment covenants contained in the indentures entered into in connection with the Senior Discount Notes and 2009 Senior Notes, if no Liquidity Event shall have occurred by the Corporation is terminated for later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the HYDO II, then each of Nassau and its Affiliates, AT&T, GECC, CoreStates and each of the Series G Holders shall have the right, at any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days time thereafter, have by giving written notice to the right Company (a "PUT NOTICE"), to require the Corporation Company to purchase repurchase (a "PUT") all or any portion of the shares of Convertible Preferred Stock or Common Stock owned held by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction Stockholder for an amount (the "ClosingPUT AMOUNT") on equal to (A) the fair market value of the shares subject to such Put as determined within 30 days after the delivery of each Put Notice by an investment banking firm of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising the Put hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, PROVIDED that AT&T, GECC, CoreStates and each of the Series G Holders shall not have the right to exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put; and provided further that the Company may not repurchase any shares of Convertible Preferred Stock or Common Stock hereunder so long as the Series E Preferred Stock or the Series F Preferred Stock remain outstanding unless the requisite holders of the Series E Preferred Stock and the holders of the Series F Preferred Stock have waived in writing their right to have the Company repurchase their Series E Preferred Stock and Series F Preferred Stock prior to the repurchase by the Company of any shares of Convertible Preferred Stock or Common Stock hereunder. The Company shall give AT&T, GECC, CoreStates and each of the Series G Holders prompt notice of Nassau's exercise of a Put. The Company shall give notice to Nassau and other Stockholders of any exercise of the Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, which interest shall be paid together with any payment of such Put Amount, at the rate of 18.0% per annum (the "Closing DateDEFAULT RATE") and ); PROVIDED that accrual of interest at the Default Rate shall not constitute a time mutually acceptable waiver of any party exercising a Put hereunder to Corporation and Optionee, but in no event later than thirty (30) days following the date receive immediate payment of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Put Amount.

Put Right. In (i) At any time after the event Optionee's employment by seventh anniversary of the Corporation is terminated Closing, but not after the consummation of a Qualified Public Offering or a Sale of the Company (which events are provided for in the Certificate of Incorporation), any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period holder of ninety (90) days thereafter, Purchaser Securities then outstanding shall have the right to require the Corporation Company to purchase repurchase for cash any or all or any portion of the Common Stock owned outstanding Purchaser Securities held by the Optionee such holder at the Market Repurchase Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right defined below) by delivering giving written notice to the Corporation within Company of such period. The Corporation and Optionee shall consummate the transaction holder’s exercise of this right (the "Closing"“Exercise Notice”). (ii) on a date Within 10 days after receipt of an Exercise Notice pursuant to subparagraph (i) above, the Company shall give written notice (the "Closing Date"“Repurchase Notice”) to each other holder of Purchaser Securities, setting forth the identity of the holders tendering such Exercise Notice, the number of Purchaser Securities to be repurchased from such holders, and a reasonable approximation of the fair market value of the Company’s assets (net of any Company liabilities senior in liquidation preference to the Purchaser Securities) and of each Purchaser Security at a the time mutually acceptable of such Repurchase Notice. Each other holder of Purchaser Securities shall be entitled to Corporation join in such repurchase and Optioneeto require the Company to repurchase any or all of the Purchaser Securities held by such holder at the same closing, but in no event later than thirty (30) at the same price, and on the same terms as the holders tendering the Exercise Notice, by giving an Exercise Notice within 20 days following after the date of the Optionee's notice of exercise Repurchase Notice. (iii) Promptly (but in any event within five days after the end of the put right. The Corporation shall pay the aggregate Market Price 20-day period referred to in cash at Closing, or, at its discretionsubparagraph (ii) above), the Corporation may elect Company shall send each holder of Purchaser Securities written notice updating the information contained in the Repurchase Notice (the “Revised Repurchase Notice”). (iv) Within 10 days after the Repurchase Price (as defined below) for the Purchaser Securities to pay be repurchased in any repurchase transaction hereunder has been determined as set forth below, the Market Price in five (5) equal annual installments commencing on Company shall send a notice to each holder of Purchaser Securities setting forth the Closing Date and on each of consideration to be paid for the next four subsequent anniversary dates thereof (each such date shall Purchaser Securities to be referred to repurchased, as well as a "Redemption Date"). The outstanding balance owed pursuant time and place, mutually agreeable to the Corporation's payment obligation hereunder shall accrue interest at Company and the holders of a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day majority of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required Purchaser Securities to be redeemed pursuant to this Section 4 on any Redemption Daterepurchased (treating the Purchaser Securities as a single class for purposes of such consent), those funds which are legally available for the Corporation closing of the repurchase transaction. At the closing of the repurchase transaction, which closing in no event shall be used to redeem occur later than 20 days after the maximum possible number delivery of shares to be redeemed on the Redemption Date. In such eventRevised Purchase Notice, the shares of Optionee's Common Stock not redeemed electing holders shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added sell to the number of shares required to be redeemed on Company and the next following Redemption Date and Company shall be redeemed on that date, subject to provisions of this Section 4purchase from such holders the Purchaser Securities specified in the Revised Repurchase Notice at the Repurchase Price in immediately available funds.

Put Right. In (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the event Optionee's employment by the Corporation is terminated for any reason whatsoeverFinal Remarketing Date, whether voluntarilyholders of Senior Notes will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the “Put Right”) to require the Corporation Company to purchase all or any portion such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the principal amount of the Common Stock owned by applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Optionee at Purchase Contract Settlement Date (the Market Price “Put Price”). (as determined under Section 5.4 b) The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Plan). Optionee shall exercise his put right by delivering second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date (or prior to 5:00 p.m., New York City time, on the "Closing Business Day immediately preceding the Purchase Contract Settlement Date", deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(b)(v) and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation Purchase Contract and Pledge Agreement with respect to such settlement, and such holders shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect be deemed to have elected to pay the Market Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in five full satisfaction of such holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. (5c) equal annual installments commencing The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Senior Notes with respect to as which a "Redemption Date")holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Senior Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Separate Senior Notes.

Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (“Put Closing Date”) pursuant to the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Optionee's employment by Landlord exercises the Corporation is terminated for any reason whatsoeverPut Right, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereafter, have Tenant shall close on the right to require the Corporation to purchase all or any portion acquisition of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in Property no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Put Closing Date and on each shall pay to Landlord (i) a purchase price equal to $11,269,289.80 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the next four subsequent anniversary dates thereof transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and T▇▇▇▇▇’s payment of the Closing Costs, Landlord shall deliver to Tenant (each such date i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be referred conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to as comply with the terms of this Section 14.2 shall be a "Redemption Date"). The outstanding balance owed pursuant to Default under the Corporation's payment obligation Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a rate equal to Guaranty of Tenant’s put obligation by the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition principal owners of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Tenant.

Put Right. In (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the event Optionee's employment by the Corporation is terminated for any reason whatsoeverFinal Remarketing Date, whether voluntarilyholders of Senior Notes will, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (90) days thereaftersubject to this Section 8.05, have the right (the "Put Right") to require the Corporation Company to purchase all or any portion such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the principal amount of the Common Stock owned by applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Optionee at Purchase Contract Settlement Date (the Market Price "Put Price"). (as determined under Section 5.4 b) The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Plan). Optionee shall exercise his put right by delivering second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Corporation within such period. The Corporation Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and Optionee shall consummate the transaction (the "Closing"2) on a date (or prior to 5:00 p.m., New York City time, on the "Closing Business Day immediately preceding the Purchase Contract Settlement Date") and at a time mutually acceptable , deliver to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price Collateral Agent $25 in cash at Closingper Purchase Contract, orin each case pursuant to the Purchase Contract Agreement, at its discretion, the Corporation may elect and such holders shall be deemed to have elected to pay the Market Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in five full satisfaction of such holders' obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holder. (5c) equal annual installments commencing The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Closing Date and on each Purchase Contract Settlement Date, the aggregate Put Price of the next four subsequent anniversary dates thereof (each such date shall be referred all Separate Senior Notes with respect to as which a "Redemption Date")holder has exercised a Put Right. The outstanding balance owed In exchange for any Separate Senior Notes surrendered pursuant to the Corporation's payment obligation hereunder Put Right, the Trustee shall accrue interest at a rate equal then distribute such amount to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day holders of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4Separate Senior Notes.