Common use of Put Right Clause in Contracts

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder.

Put Right. If 23.1 On and after the Company enters into Effective Date, Steelhead may at any business combination whereby time during the holders term of this Lease cause ▇▇▇▇▇▇▇▇▇▇ to purchase (the capital stock of “Steelhead Put Right”), and ▇▇▇▇▇▇▇▇▇▇ shall purchase, the Company prior Premises, in whole or in part. The Steelhead Put Right shall be subject to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to following requirements: (a) The Steelhead Put Right may be exercised by Steelhead for some or all of the aggregate fair market value immediately prior to Premises as designated by Steelhead at the effective time of such business combination exercise of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares Steelhead Put Right (the “Put RightProperty”); provided . (b) The Steelhead Put Right shall be exercised by delivery by Steelhead to ▇▇▇▇▇▇▇▇▇▇, attention of its Manager, of a written notice stating the number of acres in order the Put Property and a map indicating the Put Property that is included in the Steelhead Put Right. The delivery date of the notice to effectively ▇▇▇▇▇▇▇▇▇▇ shall be deemed to be the exercise date of the Steelhead Put Right (the “Exercise Date”). (c) The purchase price for the Put Property payable by ▇▇▇▇▇▇▇▇▇▇ upon any exercise of the Steelhead Put Right shall be Three Thousand Dollars ($3,000) per acre (or portion thereof). (d) The purchase price for the Put Property shall be paid to Steelhead in immediately available funds to the account of Steelhead not later than fifteen (15) days following the Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, ▇▇▇▇▇▇▇▇▇▇ agrees that the Holder Steelhead shall have no obligation to provide to ▇▇▇▇▇▇▇▇▇▇ any information concerning Steelhead or the Put Right if (x) Property. ▇▇▇▇▇▇▇▇▇▇ shall rely solely on its own investigation of the proposed business combination is not consummatedPremises and understands that it may be obligated to purchase all or part of the Premises at any time during the term of this Lease. 23.3 In consideration of payment of the purchase price for the Put Property, (y) the consideration payable Steelhead shall deliver to ▇▇▇▇▇▇▇▇▇▇ evidence of title to the holders Put Property, duly endorsed for transfer to ▇▇▇▇▇▇▇▇▇▇. Upon closing of the capital stock Steelhead Put Right, this Lease shall terminate with respect to the Put Property and, if not all of the Company consists solely Premises, then this Lease and the rent hereunder shall be abated in an amount equal to the rent provided for in Section 2.2 multiplied by a fraction, the numerator of cash or capital stock which is the acreage of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject Property and the denominator of which is the acreage of the Premises 23.4 A default in ▇▇▇▇▇▇▇▇▇▇’▇ obligation to purchase the Put Property pursuant to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Steelhead Put Right shall terminate upon the full exercise of be a default under this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderLease.

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior (a) Subject to the effective terms and conditions of this Section 5 and Section 6 below, at any time of on and after August 6, 2013 until and including September 5, 2013, the business combination would hold, directly or indirectly, less than fifty Holder shall have the right to sell up to one hundred percent (50100%) of the aggregate capital stock of Warrant to the surviving entityCompany, and if the Holder exercises such right, the Company shall provide be required to purchase the Warrant, or such portion thereof, as the case may be, from the Holder for the Put Price. (b) The “Put Price” is equal to the product of (i) the number of shares of Common Stock underlying the Warrant or the portion thereof being purchased pursuant to this Section 5, and (ii) the difference between the Put Fair Value (as defined below) on the date of the Put Notice (as defined below) and the Exercise Price on the date of the Put Notice; provided that notwithstanding the foregoing, in no event shall the Put Price be less than zero (0). So long as the ESOP is in existence, the “Put Fair Value” shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which Holder exercise its put right on which the ESOP is no longer in existence, the “Put Fair Value” shall equal the Fair Value of the Common Stock. Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to the Common Stock but no Qualified Public Offering has occurred, then the Put Fair Value shall be the Current Market Price of the Common Stock on the date of the Put Notice. (c) Ninety (90) days prior to exercising its put right under Section 5(a), the Holder must deliver written notice to the Company (the “Put Notice”), in accordance with Section 15. The Put Notice shall be deemed to be given and served on the date that the Company receives the Put Notice. The date that the Holder intends to exercise its put right shall be hereinafter referred to as the “Put Exercise Date”. (d) Payment of the Put Price shall be made in cash in immediately available funds within ninety (90) days after the date of the Put Exercise Date (the “Put Effective Date”), except as provided in Sections 5(f), 6(j)(i)(2) or 7(i)(i)(2). (e) If the Company has received an Exercise Notice from the Holder prior to receipt of a Put Notice from the Holder, then the Holder shall not be entitled to exercise its put right pursuant to Section 5(a) herein with respect to such business combination portion of the Warrant that is the subject of the aforementioned Exercise Notice. (f) If the Trust has sent a Drag-Along Notice to the Holder in accordance with Section 6(a) herein in connection with a transaction that has not less than thirty (30).days been consummated or terminated prior to delivery by the effective time Holder of such business combination. Upon receiving such notice (an “Election Notice”) from a Put Notice to the Company, then the Holder may elect, by providing written notice shall not be entitled to exercise its put right pursuant to Section 5(a) with respect to any portion of the Warrant that is the subject of such election to Drag-Along Notice, unless the Company transaction that is the subject of the Drag-Along Notice is terminated or not consummated within thirty sixty (3060) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”)Drag-Along Notice; provided in order to effectively exercise that notwithstanding the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that foregoing the Holder shall have no be entitled to deliver a Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable Notice to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (zif permitted under Section 5(a) the Company does not have sufficient cash legally available to fully satisfy and if the Put Right. Subject Notice satisfies the requirements of Section 5(c)) prior to such termination or expiration of such sixty (60) day period which Put Notice shall (if permitted under Section 5(a) and if the foregoing, Put Notice satisfies the Company shall pay to the Holder; in immediately available funds, any amounts due as a result requirements of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the Section 5(c)) be given full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier occurrence of (1) such termination or expiration, provided that the termination corresponding Put Effective Date shall be delayed by adding the number of days that is equal to the number of days that have passed from the date of delivery to the Company of the Loan Agreement and Put Notice until the repayment date of such termination or expiration, as appropriate, to the 90-day waiting period under Section 5(d). (g) The rights of the Holder under this Section 5 shall expire on the consummation by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holdera Qualified Public Offering.

Put Right. If Prior to an IPO, SPAC Transaction or a Change of Control (other than a Change of Control in which the Company enters into any business combination whereby the holders is acquired by an entity without a class of securities publicly listed for trading) for a period of twelve (12) months following a termination of the capital stock Employee’s employment, other than a Termination for Cause by the Company or by the Employee without Good Reason, the Employee shall have a one-time right to sell to the Company, at the Market Equity Value, shares of Common Stock of the Company prior acquired by the Employee during the period of his employment with the Company (and for the avoidance of doubt excluding any options, warrants or other convertible securities and any shares issued upon conversion or exercise thereof after the Employee’s period of employment with the Company) for an aggregate purchase price of up to the effective time lesser of the business combination would hold, directly or indirectly, less than fifty (i) $10 million and (ii) five percent (505%) of the aggregate capital stock Company’s cash, as reflected on the Company’s balance sheet as of the surviving entity, the Company shall provide written notice of month-end in which such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares right is exercised (the “Put Right”); provided . The Put Right is exercisable by the Employee pursuant to a written notice containing a binding and irrevocable offer to sell Common Stock to the Company contingent only on the determination of Market Equity Value pursuant to Section 3.2(g) (the “Offer to Sell”). The Put Right will be consummated pursuant to the terms of a customary stock purchase agreement in order form reasonably acceptable to effectively exercise the Board and the Employee including a release of claims. The Market Equity Value determined pursuant to Section 3.2(g) following the delivery of the Offer to Sell shall determine the per share price of the Put RightRight for all purposes of this Section 3.2(f), and shall not be recalculated due to any delay or other failure to promptly consummate the Put Right transaction for any reason. For the avoidance of doubt, upon the occurrence of an IPO, SPAC Transaction or a Change of Control (other than a Change of Control in which the Company is acquired by an entity without a class of securities publicly listed for trading), the Election Notice Employee shall describe in detail (i) the conflict of interest the Holder would experience if forced no longer be entitled to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject Notwithstanding anything to the foregoing, contrary contained in this Agreement the Company shall pay not be obligated to consummate the Put Right transaction at any time (i) to the Holder; in immediately available fundsextent prohibited by law, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder including without limitation Delaware law governing distributions to stockholders, or (ii) upon to the extent the consummation of the Put Right would result in the breach of the Company’s obligations to any transfer of this Warrant by the Holderbank, equipment lessor or other financial institutions.

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior (a) Subject to the effective time of the business combination would holdSection 10.4(c), directly and so long as Operator holds a direct or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from indirect Membership Interest in the Company, in the Holder may elect, by providing written notice of such election to event that (and only in the Company within thirty event that): (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (ai) the aggregate fair market value immediately prior to Hotel Management Agreement is terminated by TRS SUB, and (ii) Operator is replaced as the effective time hotel manager by an Affiliate of such business combination of CWI or AREP I Perimeter LLC, a Delaware limited liability company (“AREP”), as applicable, the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) Members shall hereby grant Operator the aggregate Exercise Price of this Warrant for such Shares right (the “Put Right”); , in its sole and absolute discretion, to cause AM to put all, but not less than all, of Operator’s proportionate share of AM’s direct Membership Interests in the Company (the “Marcus Interest”) (e.g., if AM owns a 43% interest in the Company and Operator owns a 25% interest in AM, the Marcus Interest would be a 10.75% direct interest in the Company) to CWI and AREP (as the remaining member of AM), provided in order to effectively that, Operator’s exercise of the Put Right, Right shall be conditioned upon Operator’s written notice (the Election “Put Exercise Notice”) being delivered to Managing Member and Co-Managing Member within thirty (30) days after the date the Hotel Management Agreement is terminated (the “Termination Date”). The Put Exercise Notice shall describe specify a purchase price (the “Put Price”) equal to the fair market value of the Marcus Interest valued as of the Termination Date, as reasonably determined by Operator; provided, however, in detail the event that Managing Member disputes Operator’s reasonable determination of the fair market value of the Marcus Interest as set forth in the Put Exercise Notice, Managing Member may provide written notice (the “Put Price Dispute Notice”) to Operator of such dispute within fifteen (15) Business Days after Operator’s delivery of the Put Exercise Notice. For the avoidance of doubt, if Operator fails to deliver the Put Exercise Notice within such thirty (30) day period, Operator hereby forever waives its rights under this Section 10.4. (b) If Managing Member timely delivers a Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be equal to the Appraised Value as determined pursuant to Section 10.4(d), provided that, if Managing Member fails to timely deliver a Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be conclusively determined to equal the fair market value of the Marcus Interest as set forth in the Put Exercise Notice. The Marcus Interest sold in connection with the exercise of the Put Right shall be allocated between [the other Members] pro-rata based upon the relative Participation Percentage of the other Members at the time of the Put Closing. The closing of the purchase and sale of the Marcus Interest (the “Put Closing”) shall be subject to and in accordance with the terms and conditions set forth in clauses (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why below and shall be consummated on a date mutually agreed by Managing Member and Operator, but in any event no later than (x) sixty (60) days after the delivery of the Put Exercise Notice or (y) if applicable, thirty (30) days after the final determination of the Appraised Value of the Marcus Interest in accordance with Section 10.4(d) below (as applicable, the “Put Closing Date”), and the Put Price shall be payable by the other Members at such conflict closing in immediately available funds to Operator. (i) From the date of delivery of the Put Exercise Notice, Operator shall not Transfer or otherwise permit any lien, encumbrance or other defect in title to be created, filed or recorded against, all or any portion of the Marcus Interest or any interest has therein in such manner as to violate any provisions of this Agreement or would have a material adverse effect otherwise impair the ability of Operator to convey the Marcus Interest to the purchasing Members at the closing, free and clear of any and all liens, claims, encumbrances and other defects in title. (ii) The conveyance of the Marcus Interest shall be made free and clear of any and all liens, claims and encumbrances of any kind, including without limitation, right of other third parties. The Put Closing shall take place on the Holder’s business operation Put Closing Date. Notwithstanding anything to the contrary in this Agreement, the sale/purchase of the Marcus Interest shall be subject to the condition that, at or prior to the Put Closing, all outstanding principal and accrued interest due with respect to any Member Loans and/or Deficit Loans made pursuant to Section 6.3 or otherwise by the Company or any other Member to AM be repaid in full at or prior to the Put Closing. In connection with the closing of any purchase of the Marcus Interest under this Section 10.4, the remaining Member shall cause Operator or its Affiliate to be released from any and all guarantees issued on behalf of the Company. (c) Notwithstanding the foregoing or anything to the contrary in this Agreement, in the ordinary courseevent the Hotel Management Agreement is terminated by TRS SUB as the result of Operator’s fraud, -providedgross negligence or willful misconduct, further, however•, that the Holder Operator shall have no Put Right if (x) the proposed business combination is not consummatedrights under this Section 10.4 including, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the without limitation, any Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder.

Put Right. If (a) Upon the Company enters into any business combination whereby occurrence of a Put Event, the holders KO Shareholders shall have the right (a “Put Right”) t 1 require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.l (b). For purposes of this Section 5. I, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Acquired Shares and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the Company prior to the effective time first meeting of the business combination would hold, directly or indirectly, less than fifty percent (50%) KO Board of Directors which is held at least 30 days after the aggregate capital stock of date upon which the surviving entity, the Company shall provide KO Shareholders receive written notice of such business combination the determination of the Put Price pursuant to Section 5.1 (b) Upon the Holder not less than thirty (30).days prior to occurrence of a Put Event, at the effective time request of such business combination. Upon receiving such notice (an “Election Notice”) from the CompanyKO Shareholders, the Holder may elect, by providing written notice of such election to parties shall cause the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value Put Price to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail follows: (i) If the conflict shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of interest Class A Stock, the Holder would experience Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if forced the KO Shareholders and the Majority Shareholders are unable to hold equity securities agree within thirty days after the request by the KO Shareholders for the determination of the surviving entity Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses and each of those two firms within sixty days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding on the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Class A Stock shall be the price that a holder of shares of Class A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) why If the Shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Common Stock or Class B Stock, the Put Price shall be the Market Value of such conflict shares of interest Common Stock or Class B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has or would have a material adverse effect on the Holder’s business operation in the ordinary coursebeen given; provided, -provided, further, however•however, that the Holder such written consent shall have no not be deemed to be a waiver of their Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable for purposes of any other transaction which might be deemed to the holders of the capital stock of the Company consists solely of cash or capital stock of constitute a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderEvent.

Put Right. If (a) Holders of Registrable Shares other than Lori ▇. ▇▇▇▇▇ ▇▇▇ Jerr▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have the Company enters into any business combination whereby right, for the holders seven (7) days immediately following the first anniversary of the capital stock of Closing Date (the Company prior "ANNIVERSARY DATE"), to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election put their Registrable Shares to the Company within thirty (30) days if the average closing price per share of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined Parent Common Stock as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded reported on the Nasdaq National or SmallCap Market or ("NASDAQ") for the ten (10) consecutive trading days ending on the Anniversary Date (the "ANNIVERSARY VALUE") is less than $9.50 per share of the Parent Common Stock. In such a national securities exchange or (z) case, each Holder shall have the right to cause the Company does not have sufficient cash legally available to fully satisfy repurchase the Put Right. Subject total number of Registrable Securities held by such Holder at a price of $9.50 per share. (b) Each Holder desiring to exercise the put right in paragraph (a) shall deliver to the foregoingCompany, in accordance with Section 15, an Exercise Notice in the form attached hereto as Exhibit A within seven (7) days following the Anniversary Date. Such Exercise Notice shall state the number of Registrable Securities to be repurchased by the Company from the Holder (the "REPURCHASE SHARES"). Upon receipt of such notice, the Company will notify the transfer agent for the Parent Common Stock that the number of Repurchase Shares shall pay be removed from the aggregate holdings of such Holder in the stock records of the Company and transferred to the Holder; in immediately available funds, any amounts due as a result treasury of the Company. The Company shall also pay the Holder’s , by wire transfer or check mailed to the most current address given by such Holder in accordance with the provisions of Section 15, an amount equal to (i) $9.50 multiplied by (ii) the number of Repurchase Shares. (c) In no event shall the rights provided to Holders pursuant to this Section 12 be exercisable if the exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment such rights would adversely affect any transaction being contemplated by the Company that is intended to be accounted for as a pooling of or interests at the waiver or forgiveness time such rights become exercisable; provided, however, that any exercise rights so affected by a pooling transaction shall become exercisable in accordance with this Section 12 upon the cessation of its obligations thereunder or (ii) upon any transfer of this Warrant the restrictions imposed by the Holdersuch pooling transaction.

Put Right. If (a) Subject to all of the terms and conditions of this Section 5, the Company enters into hereby grants to the Purchasers the right and option (but not the obligation) (the "Put Right"), at any business combination whereby time following an Event of Default and (only to the holders extent there are any Loans outstanding) an acceleration of the capital stock Loans, to cause the Company to purchase all or a portion of the Company prior Purchased Notes held by the Purchasers at a purchase price per $1,000 principal amount of Purchased Notes equal to the effective time sum of (x) $1,010 and (y) the amount of all accrued and unpaid interest on the Purchased Notes; provided that if the Company does not pay the purchase price for the Purchased Notes subject to such Put Notice by the fifth business combination would holdday following delivery of such Put Notice, directly or indirectlythen the Purchaser will be free to sell such Purchased Notes. The Put Right may be exercised only by delivery of a written notice to the Company (a "Put Notice") upon any acceleration under the Credit Agreement or, less than fifty percent (50%) if no Loans are outstanding under the Credit Agreement, upon the demand of Purchasers holding Purchased Notes representing 25% of the aggregate capital stock principal amount of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus Purchased Notes. (b) the aggregate Exercise Price Immediately upon any exercise of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity Put Price shall be immediately due and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, and the Company shall pay be required to deliver payment to the Holder; Purchasers of the purchase price for the Purchased Notes in immediately available funds, any amounts due as a result of by wire transfer to an account designated in writing by the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate Purchasers and be of no further force and effect upon the earlier of (1ii) the termination of Purchasers shall sell, transfer, and assign the Loan Agreement and the repayment Purchased Notes being purchased by the Company free and clear of any adverse claims or encumbrances arising through it, duly endorsed or together with a standard bond power duly endorsed in blank (or otherwise through the waiver or forgiveness facilities of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holdera Book-Entry Transfer Facility).

Put Right. If At any time after the Company enters into terminates Executive's employment other than for Cause and at any business combination whereby the holders of the capital stock of time after Executive terminates his employment for Good Reason, Executive may require the Company prior to repurchase any Options held by Executive which are not subject to forfeiture, as provided for in the effective time Option Agreement, and any Shares previously issued to Executive upon exercise of the business combination would holdany Options, directly or indirectly, less than fifty percent upon five (50%5) of the aggregate capital stock of the surviving entity, the Company shall provide days written notice of such business combination to (the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election "Put Notice”") from the Company, the Holder may elect, by providing written notice of such election to the Company within of Executive's election to require the Company to effect such repurchase. The purchase price (the "Purchase Price") for each such Option and each such Share shall be the greater of (x) the average of the closing prices of a board lot of Shares traded on the Company's principal listed exchange for the thirty (30) trading days of immediately preceding the purchase date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to closing price of Shares on such exchange on the holders date of the capital stock Put Notice. The payment of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or Purchase Price shall be effected as follows: (zi) If the Company does not have sufficient cash legally available to fully satisfy has Available Cash, as defined below, in excess of the Put Right. Subject to amount of the foregoingPurchase Price, the Company shall pay to the Holder; entire Purchase Price in immediately available funds, any amounts due as a result cash; (ii) If the Company has Available Cash in an amount which is less than the amount of the Holder’s exercise of its Put Right no later than Purchase Price, then, if Executive is legally able publicly to sell such Options or Shares, the effective time Company shall cooperate with Executive in effecting such sale and pay to Executive the difference between (a) the average of the business combination.. The Put Right shall terminate upon closing prices of a board lot of Shares traded on the full exercise Company's principal listed exchange for the thirty (30) trading days immediately preceding the date of this Warrant. This Section 12 shall terminate sale and be of no further force and effect upon the earlier of (1b) the termination of the Loan Agreement and the repayment price at which Executive was able to effect such sale. The payment by the Company of or such difference shall be made in cash, to the waiver or forgiveness extent of its obligations thereunder Available Cash, plus the balance in the form of either, at Executive's election, (x) a Promissory Note with a term of thirty (30) months bearing interest at the Prime Rate, as defined below, plus 300 basis points, and otherwise in form and substance satisfactory to Executive or (iiy) upon additional Shares or (z) any transfer combination of this Warrant by the Holdersuch a Promissory Note and additional Shares.

Put Right. If During the period beginning on the Warrant Exercise Date and ending on the second (2nd) anniversary of the Warrant Exercise Date, upon the entry by the Company enters into any business combination whereby one or more binding agreements to effect a Fundamental Transaction (as defined in the holders Series B Warrant) or series of liquidity events that result in a Fundamental Transaction (as defined in the capital stock Series B Warrant), and for a period of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of thereafter, Q▇▇▇▇▇▇ shall have the date it receives such notice, right but not the obligation to require that the Company Purchaser to purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities all of the surviving entity issued and (ii) why such conflict outstanding shares of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely owned by Q▇▇▇▇▇▇ by providing written notice (the “Put Notice”) to the Company and the Purchaser. Following delivery of cash or the Put Notice by Q▇▇▇▇▇▇, the Purchaser shall be obligated to purchase, and Q▇▇▇▇▇▇ shall sell all of its shares of capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available for an aggregate purchase price (the “Put Purchase Price”) equal to fully satisfy 1.5 times Q▇▇▇▇▇▇’▇ currently invested capital ($17,000,000) in the Company. The Purchaser shall deliver payment to the Company of the Put Right. Subject to Purchase Price in any of the foregoing, following forms (in the Company shall pay to the Holder; in Purchaser’s sole discretion) (i) cash by wire transfer of immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any shares of Purchaser Common Stock, or (iii) a combination of cash by wire transfer of this Warrant immediately available funds and shares of Purchaser Common Stock. If the Purchaser determines (in its sole discretion) to pay all or a portion of the Put Purchase Price by delivering to Q▇▇▇▇▇▇ shares of Purchaser Common Stock, the Holdervalue of each share of Purchaser Common Stock shall be equal to the 30-day VWAP on the date of the Put Notice; provided that in no event shall the value of each share of Purchaser Common Stock be less than $1.00.

Put Right. If (a) Subject to the terms and conditions set forth in this Section 5.9, Investor shall have the right (“Put Right”), but not the obligation, to require the Company enters into any business combination whereby to purchase, during the holders Put Exercise Period (as defined below), all or a portion of the capital stock Shares at the Price Per Share. Investor may exercise the Put Right from the earliest of (A) the second (2nd) anniversary of the date of this Agreement, (B) the expiration of or earlier termination of any strategic collaboration agreement between the parties, (C) any Sale Transaction, (D) the acquisition by the Company of a material amount of equity securities of, or material assets or business of, a competitor of Investor or any of Investor’s Affiliates, as reasonably determined by Investor, (E) the Company entering into an agreement with a competitor of Investor or any of Investor’s Affiliates for the purchase by such competitor of equity securities of the Company or any of its Affiliates, and (F) the acquisition by a competitor of Investor or any of Investor’s Affiliates of a material amount of assets or business of the Company or any of its Affiliates, as reasonably determined by Investor; in each case, through the Put Right Expiration Date (the “Put Exercise Period”). For the avoidance of doubt, Investor may exercise the Put Right one time or multiple times, in its sole discretion, during the Put Exercise Period and prior to the effective time close of business on the Put Right Expiration Date. (b) To exercise the Put Right, Investor shall deliver to the Company a written notice (“Put Notice”) specifying the number of Shares (collectively, the “Put Shares”) the Company shall be required to purchase from Investor, subject to the terms of this Section 5.9, on a date (the “Put Closing Date”) mutually agreed upon by the parties, or if no such agreement is made, forty five (45) days following the Company’s receipt of the business combination would holdPut Notice. With respect to any purchase and sale of Put Shares in accordance with this Section 5.9, directly or indirectlyon the Put Closing Date, less than fifty percent (50%i) Investor shall sell the applicable Put Shares to the Company free and clear of any liens, claims and encumbrances, and (ii) the Company shall purchase the applicable Put Shares by delivering to Investor payment in full by wire transfer of immediately available funds to an account designated by Investor to the Company in writing. Furthermore, on the Put Closing Date, the parties shall execute and deliver such documents as reasonably requested by the parties to evidence the purchase and sale of the applicable Put Shares as set forth in this Section 5.9. Notwithstanding the foregoing, in the event of a Lender Objection, the Company shall satisfy its obligations under this Section 5.9(b) by enabling Investor to be paid for the Put Shares pursuant to Section 5.9(d). (c) With respect to each Put Notice, the price per Put Share shall be equal to the higher of (i) the Price Per Share, and (ii) the Average Stock Price; provided, however, if the aggregate capital stock purchase price for (x) Put Shares and Call Shares previously purchased by the Company, if any, prior to the subject Put Notice and (y) the Put Shares that are subject to such Put Notice exceed the Total Investment, the Company shall only be required to purchase a sufficient number of Put Shares such that the aggregate purchase price for all Put Shares purchased by the Company plus previously purchased Call Shares equals the Total Investment. In the event the aggregate purchase price for (A) all Put Shares and Call Shares previously purchased by the Company, if any, prior to the subject Put Notice and (B) the Put Shares that are subject to such Put Notice exceed the Total Investment, the Company shall notify Investor in writing (the “Put Share Election”) within ten (10) days of receipt of the surviving entitysubject Put Notice if the Company elects to purchase fewer Put Shares then are set forth in the subject Put Notice; provided, however, that the Company shall be required to purchase a sufficient number of Put Shares such that the aggregate purchase price for all Call Shares and Put Shares previously purchased by the Company plus the price for the Put Shares in the Put Share Election is equal to or greater than the Total Investment. For any Put Shares not purchased by the Company because the aggregate purchase price for all purchases of Put Shares and Call Shares purchased by the Company exceeds the Total Investment, Investor shall have the right, but not the obligation, to sell the remaining Put Shares (the “Remaining Put Shares”) in any manner in compliance with applicable securities laws, including without limitation, by selling the Remaining Put Shares on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded. Upon Investor’s written request, the Company shall provide written notice of such business combination reasonable cooperation to Investor to enable Investor to sell the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (Remaining Put Shares in an “Election Notice”) from efficient manner as mutually and reasonably determined by Investor and the Company, and such reasonable cooperation from the Holder Company to Investor may electinclude, without limitation, removing any restricted legends on such Remaining Put Shares in accordance with Section 5.3, listing and registering the Remaining Put Shares if not freely tradable (without volume or manner of sale restrictions under Rule 144 of the Securities Act), and cooperating with Investor in the event Investor desires to sell such Remaining Put Shares in a “block trade” or privately negotiated transaction, including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or confidentiality agreement otherwise reasonably satisfactory to the Company) and customary investor meetings with the Company’s management, or any other methods of assistance or actions reasonably agreed upon by Investor and the Company. If the parties are unable to mutually agree on the manner of cooperation from the Company within ninety (90) days of Investor’s initial written notice of such election request to the Company for such cooperation as required by this Section 5.9(c), then the Company shall (i) within thirty five (305) days of Business Days following such 90-day period, purchase the date it receives such notice, to require Remaining Shares from Investor by issuing a Promissory Note (as defined in Section 5.9(d)(ii)) and/or (ii) promptly as commercially reasonable thereafter list and register the Remaining Put Shares for Investor on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded; provided that the Company purchase this Warrant (or any portion thereof that remains unexercised) from shall have sole discretion in selecting the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as options set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and or (ii) why such conflict above or any combination thereof. (d) If the Company (including another Person at the Company’s request, subject to Investor’s prior consent, which shall not be unreasonably withheld) fails or refuses to purchase all or some of interest has or would have a material adverse effect the applicable Put Shares on the Holder’s business operation in the ordinary coursePut Closing Date as required by Section 5.9(b), -provided, further, however•, that the Holder Investor shall have no the right, but not the obligation, to sell the applicable Put Right if (x) Shares in any manner at any time following such failure or refusal in compliance with applicable securities laws, including without limitation, by selling the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded Put Shares on the Nasdaq National or SmallCap Global Market or on a national securities exchange any National Exchange on which the Common Stock is publicly traded. Notwithstanding such failure or (z) refusal by the Company, upon Investor’s request, the Company does shall provide reasonable cooperation to Investor to enable Investor to sell the applicable Put Shares in an efficient manner, and such reasonable cooperation shall include, without limitation, removing any restricted legends on such Put Shares in accordance with Section 5.3, registering the resale of such Put Shares if not have sufficient cash legally available freely tradable (without volume or manner of sale restrictions under Rule 144 of the Securities Act), cooperating with Investor in the event Investor desires to fully satisfy sell such Put Shares in a “block trade” or privately negotiated transaction, including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or confidentiality agreement otherwise reasonably satisfactory to the Company) and customary investor meetings with the Company’s management, or any other methods of assistance or actions mutually and reasonably agreed upon by Investor and Company. In the event Investor sells the Put Right. Subject to Shares in a commercially reasonable manner, and the foregoingprice per share for the sale of the Put Shares is less than the Price Per Share (a “Shortfall”), the Company shall pay Investor the Shortfall: (i) within fifteen (15) Business Days following Investor’s notification to the Holder; in Company of such sale of the Put Shares by wire transfer of immediately available fundsfunds to an account designated by Investor to the Company in writing; (ii) provided, any amounts due as however, in the event that the Company determines in its reasonable discretion that such payment of such Shortfall would create insufficient liquidity for the Company and/or there is a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise Lender Objection to payment pursuant to clause (i) of this Warrant. This Section 12 5.9(d), then the Company shall terminate and pay such Shortfall through a promissory note in substantially the form set forth as Exhibit A (the “Promissory Note”) to be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment executed by the Company and delivered to Investor within five (5) Business Days following Investor’s notification to the Company of or such sale of the waiver or forgiveness of its obligations thereunder or Put Shares; (iii) provided, however, if there is a Lender Objection to a payment pursuant to clause (ii) upon any transfer of this Warrant Section 5.9(d), promptly as commercially reasonable following Investor’s notification to the Company of such sale of the Put Shares, the Company shall pay Investor such Shortfall by (A) authorizing, listing and registering additional shares of the HolderCompany’s Common Stock on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded in a quantity sufficient to cover the Shortfall based on the Average Stock Price as of the date of the Put Notice (the “Shortfall Shares”) and (B) issuing the Shortfall Shares to Investor. (e) Notwithstanding anything in this Section 5.9 to the contrary, at any time on or after the beginning of the Put Exercise Period, and after Investor has provided Company prior written notice of Investor’s intention, Investor shall have the right, but not the obligation, to sell some or all of the Shares in any manner in compliance with applicable securities laws, including without limitation, by selling the Shares on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded. Upon Investor’s request, the Company shall provide reasonable cooperation to Investor to enable Investor to sell the Shares in an efficient manner without limitation, removing any restricted legends on such Shares in accordance with Section 5.3, listing and registering the resale of such Shares if not freely tradable (without volume or manner of sale restrictions under Rule 144 of the Securities Act), and cooperating with Investor in the event Investor desires to sell such Shares in a “block trade” or privately negotiated transaction, including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or confidentiality agreement otherwise reasonably satisfactory to the Company) and customary investor meetings with the Company’s management.

Put Right. (i) If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to June 30, 2001 EAE fails to notify the effective time of the business combination would holdSeller, directly or indirectly, less than fifty percent in writing (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c10(g)), that it has filed and has an effective registration statement under the Securities Act for purposes of an initial public offering of Common Stock, then the Seller, at its sole election, may make a one-time demand that the Buyer repurchase all or part of their 16,856 shares of Common Stock. This repurchase of shares will be at a per share price calculated as the ratio of the 16,856 shares of common stock over the total number of fully diluted outstanding shares of EAE (for this purpose, fully-diluted shall include the assumption that all options and warrants available in any option plan are issued and exercisable) hereofmultiplied by the fair market value of EAE and then discounted by 20% to reflect the non-liquid nature of the privately held stock. The maximum amount paid by EAE under this provision will be $500,000USD, and any excess shall be paid in shares of Common Stock. (ii) minus The fair market value of EAE will be determined by good faith negotiation between the Seller and the Buyer. If, however, the parties cannot agree on the fair market value of EAE, then the Seller and the Buyer shall within ten (10) days mutually select an investment banker to determine the fair market value of EAE. If the Seller and the Buyer are unable to mutually select an investment banker, each party shall select an investment banker and the selected investment bankers shall appoint a third investment banker (the "Independent Investment Banker") who shall determine the fair market value of EAE. (iii) The Seller and the Buyer shall, within five (5) days of the selection of the Independent Investment Banker, each submit to the Independent Investment Banker estimates of the fair market value of EAE. The Independent Investment Banker shall, within twenty (20) days following receipt of such proposed fair market values, either (i) select the fair market value proposed by the Seller or the Buyer or (ii) determine a different fair market value which is between the proposed fair market values. If the Independent Investment Banker selects a fair market value proposed by the Seller or the Buyer as the fair market value of the shares, such value shall be the fair market value. If the Independent Investment Banker selects another value (the "Banker's Value") as the fair market value, the fair market value of the shares shall equal the arithmetic mean of the Banker's Value and the fair market value proposed by the Seller or the Buyer which is nearest to the Banker's Value. The Independent Investment Banker shall not be advised of how the Banker's Value will be used to calculate the fair market value or that the Banker's Value may be adjusted in calculating the fair market value. (iv) The fees and expenses of the Independent Investment Banker shall be borne equally by the Seller on the one hand and the Buyer on the other hand. Notwithstanding the foregoing, the fair market value determination shall take into consideration, among other factors, any actual comparable stock transactions with respect to the capital stock of EAE, including without limitation the stock purchase herein contemplated or other relevant transactions, as well as any contribution of intangible assets. (v) This one-time option for the Seller shall cease at the earlier of: (a) the filing with the United States Securities and Exchange Commission to register shares of Common Stock for an initial public offering; (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Righta merger, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders sale of the capital stock or sale of substantially all of the Company consists solely assets of EAE, after which transaction the person (or persons) having voting control of EAE or substantially all of its assets (as the case may be), is different than prior to such transaction; provided that the consideration provided in such transaction is cash or capital stock of publicly-traded securities or a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange combination thereof; or (zc) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result failure of the Holder’s exercise Seller to file notice with EAE of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full intent to exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment option by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderSeptember 30, 2001.

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time Provided no default or event of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Rightdefault exists under, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable occur or would be deemed to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due occur as a result of the Holder’s exercise of its Put Right no later than the effective time redemption set forth below in this Section 4 under any of the business combination.. documents, instruments or agreements evidencing bank or other institutional indebtedness of the Company, whether such indebtedness is outstanding on the date hereof or incurred hereafter, at any time after the Put/Call Effective Date, each Securityholder shall have the option, exercisable by written notice to the Company (a "Put Notice"), to require the Company to purchase all or any portion of the Securities then held by such Securityholder. (b) The Company shall, within sixty (60) days after receipt of a Put Right shall terminate upon Notice, redeem the full exercise Securities with respect to which such request has been made by paying to the Securityholder an amount of this Warrant. This Section 12 shall terminate and be of no further force and effect upon cash equal to the earlier sum of (1i) an amount equal to the termination Fair Market Value at the close of business on the date of the Loan Agreement and the repayment Put Notice multiplied by the Company number of or outstanding Warrant Shares then owned by the waiver or forgiveness of its obligations thereunder or Securityholder and (ii) upon for each Warrant or portion thereof, an amount equal to the excess of (A) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and the Fair Market Value on the date of the Put Notice over (B) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and the exercise price per share under the Warrant. (c) In connection with the consummation of any transfer of this purchase pursuant to any Put Notice, each Securityholder shall timely execute and deliver all documents, instruments and certificates (including, without limitation, certificates representing the Warrants or the Warrant by Shares and duly executed stock powers, if applicable) as the HolderCompany may reasonably request.

Put Right. If (a) Without limiting any other rights that the Company enters into Lender may have hereunder, should any business combination whereby the holders of the capital stock following events occur (each a "Trigger Event"), the Lender shall have the right (the "Put Right"), but not the obligation, to require the Controlling Shareholders (on a joint and several basis) to purchase all or a portion of the Company prior Shares or the Synutra Shares (as applicable) then held by the Lender, in either case issued or transferred upon conversion or exchange of the Note (collectively, the "Put Shares"), at a price (the "Put Price") equal to an amount that would yield an Internal Rate of Return of 15% per annum to the effective Lender on the Investment Cost paid for the applicable principal amount of the Note converted or exchanged into the Put Shares: (i) the Group fails to complete a Qualified IPO within four (4) years from the Completion; (ii) the Controlling Shareholders cease to Control the Group or the Founder ceases to devote a substantial portion of his working time to the management of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock Group; (iii) any Group Member shall default in making, or become unable to make, any payment of indebtedness on the scheduled or original due date thereof involving a liability in excess of US$10,000,000 and such default or failure has not been cured or otherwise resolved by such Group Member with the relevant lender within sixty (60) days after such lender has taken any acceleration or enforcement actions; (iv) a bankruptcy, insolvency, winding up or similar proceeding has been initiated by or filed against a Group Member or any Controlling Shareholder and is not dismissed within sixty (60) days after the relevant proceeding is initiated or filed, and such proceeding results in a material adverse effect on the Group, taken as a whole; (v) a material portion of the surviving entityassets or business of the Group has been placed into receivership or is being confiscated or restricted (by foreclosure or similar actions) in a manner that results in a material adverse effect on the Group, taken as a whole; or (vi) any Controlling Shareholder and/or the Company shall provide default in the observance or performance of any covenant, condition or agreement contained in any Basic Document, and such default having continued for thirty (30) days after being notified in writing of such default by the Lender. (b) The Put Right shall be exercisable by the Lender by delivering a written notice of such business combination (the "Put Notice") to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from Controlling Shareholders and the Company. In respect of the Trigger Event set forth in Section 7.1(a)(i), the Holder may elect, by providing written notice of such election to the Company Put Notice shall be delivered within thirty (30) days after the fourth (4th) anniversary of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amountCompletion; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time respect of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as any Trigger Event set forth in Section 2(c7.1(a)(ii) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”to Section 7.1(a)(v); provided in order to effectively exercise , the Put RightNotice shall be delivered within sixty (60) days after the Lender becomes actually aware of such event (which shall be satisfied by delivery of written notice to the Lender), and in respect of any Trigger Event set forth in Section 7.1(a)(vi), the Election Put Notice shall describe in detail be delivered within sixty (i60) days after the conflict of interest the Holder would experience if forced to hold equity securities expiration of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation 30-day cure period as set forth therein. The Put Price shall be payable in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders US dollars outside of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; PRC in immediately available funds. The Controlling Shareholders shall complete such purchase within thirty (30) days after the date on which such written notice is delivered by the Lender, any amounts due as a result of provided that such 30-day period shall be extended for an additional period, such period to be mutually agreed to by the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement Controlling Shareholders and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon Lender, if necessary to obtain any transfer of this Warrant by the HolderRegulatory Approvals required for such purchase and payment.

Put Right. If At any time after the Company enters into terminates Executive's --------- employment other than for Cause and at any business combination whereby the holders of the capital stock of time after Executive terminates his employment for Good Reason, Executive may require the Company prior to repurchase any Options held by Executive which are not subject to forfeiture, as provided for in the effective time Option Agreement, and any Shares previously issued to Executive upon exercise of the business combination would holdany Options, directly or indirectly, less than fifty percent upon five (50%5) of the aggregate capital stock of the surviving entity, the Company shall provide days written notice of such business combination to (the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election "Put Notice”") from the Company, the Holder may elect, by providing written notice of such election to the Company within of Executive's election to require the Company to effect such repurchase. The purchase price (the "Purchase Price") for each such Option and each such Share shall be the greater of (x) the average of the closing prices of a board lot of Shares traded on the Company's principal listed exchange for the thirty (30) trading days of immediately preceding the purchase date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to closing price of Shares on such exchange on the holders date of the capital stock Put Notice. The payment of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or Purchase Price shall be effected as follows: (zi) If the Company does not have sufficient cash legally available to fully satisfy has Available Cash, as defined below, in excess of the Put Right. Subject to amount of the foregoingPurchase Price, the Company shall pay to the Holder; entire Purchase Price in immediately available funds, any amounts due as a result cash; (ii) If the Company has Available Cash in an amount which is less than the amount of the Holder’s exercise of its Put Right no later than Purchase Price, then, if Executive is legally able publicly to sell such Options or Shares, the effective time Company shall cooperate with Executive in effecting such sale and pay to Executive the difference between (a) the average of the business combination.. The Put Right shall terminate upon closing prices of a board lot of Shares traded on the full exercise Company's principal listed exchange for the thirty (30) trading days immediately preceding the date of this Warrant. This Section 12 shall terminate sale and be of no further force and effect upon the earlier of (1b) the termination of the Loan Agreement and the repayment price at which Executive was able to effect such sale. The payment by the Company of or such difference shall be made in cash, to the waiver or forgiveness extent of its obligations thereunder Available Cash, plus the balance in the form of either, at Executive's election, (x) a Promissory Note with a term of thirty (30) months bearing interest at the Prime Rate, as defined below, plus 300 basis points, and otherwise in form and substance satisfactory to Executive or (iiy) upon additional Shares or (z) any transfer combination of this Warrant by the Holdersuch a Promissory Note and additional Shares.

Put Right. If (a) In the Company enters into any business combination whereby the holders event that a registration statement with respect to Parent’s initial public offering of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent Parent Common Stock (50%an “IPO”) of involving (i) an offering in which the aggregate capital stock gross proceeds to Parent (before the deduction of the surviving entityunderwriters’ commissions and expenses are at least $20 million, the Company shall provide written notice (ii) a firm value of such business combination to the Holder Parent of not less than thirty $100 million and (30).days prior to iii) listing of the effective time of securities offered in such business combination. Upon receiving such notice IPO on Nasdaq (an a “Election NoticeQualified IPO”) from has not been declared effective by December 31, 2006 (the Company“Put Date”), the Holder may elect, by providing written notice then each holder of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value Series B Preferred Stock immediately prior to the effective time Effective Time (each a “Company Series B Investor”) shall have the right to sell certain shares of such business combination of the Shares issuable Parent Class B Common Stock received pursuant to this Warrant (such fair market value Agreement back to be determined as Parent on the terms and subject to the conditions set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares below (the “Put Right”); provided in order . Any Company Series B Investor may exercise the Put Right by delivering an irrevocable notice thereof to effectively exercise Parent not later than thirty (30) days following the Put Date (the “Put Notice”). (b) Pursuant to the Put Right, each Company Series B Investor shall be entitled to sell that number of shares of Parent Class B Common Stock that is equal to the Election Notice shall describe in detail product of (i) the conflict result of interest (A) the Holder would experience total number of shares of Parent Class B Common Stock that constitute the Merger Consideration less (B) the number of Returned Shares (if forced to hold equity securities of the surviving entity and any) multiplied by (ii) why 44.556% (the “Put Percentage”) (such conflict number of interest has shares to be adjusted appropriately to reflect the impact of any stock split, combination, recapitalization, or would have a material adverse effect the like applicable to the Parent Class B Common Stock that is effected on or after the HolderClosing Date, so as to put each Company Series B Investor in substantially the same economic position as if no such stock split, combination, recapitalization, or the like had occurred) (as so adjusted, the “Aggregate Put Shares Number”) in exchange for cash consideration from Parent equal to such Company Series B Investor’s business operation Put Pro Rata Share (as defined below) of $2,893,014 (the “Put Consideration”). Each Company Series B Investor’s “Put Pro Rata Share” shall be equal to the quotient of (A) the number of shares of Company Series B Preferred Stock held by such Company Series B Investor immediately prior to the Effective Time divided by (B) the number of shares of Company Series B Preferred Stock held by all Company Series B Investors (other than Parent and any holder of Company Series B Preferred Stock whose shares are appraised and acquired for cash in connection with such appraisal) immediately prior to the ordinary courseEffective Time, -providedincluding in each case any Second Closing Escrow Shares or Third Closing Escrow Shares, furtheras applicable. (c) Parent shall pay the share of the Put Consideration payable to each Company Series B Investor that elects to exercise its Put Right not later than six (6) months following the Put Date, however•provided, however, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to notwithstanding the foregoing, if Parent makes such payment later than thirty (30) days following the Company Put Date (it being understood and agreed that Parent is not entitled to make such payment any later than six (6) months after Put Date), the Put Percentage shall pay be increased to 53.467% (with a corresponding increase to the Holder; in immediately available funds, any amounts due as a result of Aggregate Put Shares Number) and the Holder’s Put Consideration shall be increased to $3,471,617. (d) The ability to exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1i) thirty (30) days after the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder Put Date or (ii) upon any transfer the effective date of this Warrant by the Holdera registration statement filed in connection with a Qualified IPO.

Put Right. If (a) Upon either (i) a termination by the Company enters into any business combination whereby of Executive’s employment Without Cause or (ii) a resignation by Executive for Good Reason (each, a “Put Event”), Executive will have a right, but not the holders obligation, to sell a number of vested Units (as such term is defined in the Racecar Holdings Agreement) of Holdings held by Executive equal to the lesser of (i) vested Units representing 20% of the capital stock outstanding vested Units held by Executive (valued at fair market value as of Executive’s termination date, as determined in good faith by the Company prior to Board consistent with Avista Capital Partners’ most recent valuation of Holdings) or (ii) vested Units with a fair market value of $2,000,000 (valued at fair market value as of Executive’s termination date, as determined in good faith by the effective time Board consistent with Avista Capital Partners’ most recent valuation of Holdings) (the business combination would hold“Put Units”), directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior pursuant to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price terms and conditions of this Warrant for such Shares Section 14 (the “Put Right”); provided . As promptly as practicable, but in order any event within 30 days after any Put Event, Executive must provide written notice to effectively Holdings of Executive’s intent to exercise the Put RightRight (the “Put Notice”); provided, that if Executive does not provide such written notice to the Company within such 30 day period, the Election Put Right shall be forfeited. As promptly as practicable after the Holdings’ receipt of the Put Notice, the Board shall determine, in good faith and consistent with Avista Capital Partners’ most recent valuation of Holdings, the aggregate fair market value of vested Units held by Executive as of Executive’s termination date, and it’s determination of the amount of Units that constitute the Put Units, in each case as of the date of the Put Event. (b) Within 90 days after receipt of the Put Notice shall describe on a date determined by the Board (the “Put Date”), Holdings will repurchase or redeem in detail cash all of the Put Units for the aggregate fair market value of the Put Units determined in accordance with Section 14(a) (such price, the “Put Price”); provided, that the Put Date may be extended if such redemption or repurchase is (i) prohibited by the conflict terms of interest any credit facility of Holdings or its Subsidiaries as the Holder would experience if forced to hold equity securities result of the surviving entity and an event of default or (ii) why such conflict of interest has or would have a material adverse effect on not permissible under applicable law. If the Holder’s business operation Put Date is extended pursuant to the proviso in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due preceding sentence as a result of a prohibition under the Holder’s exercise terms of any credit facility of Holdings or its Subsidiaries, then Holdings shall repurchase as many Put Right Units as is permissible under such credit facility. Holdings will use its commercially reasonable efforts to provide that any credit facility entered into following the date hereof by Holdings or its Subsidiaries does not contain an express prohibition on the transactions contemplated by this Section 14. On the Put Date, if the Company pays the Put Price, all Put Units shall be canceled and no later than longer deemed to be outstanding. At the effective time closing of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination purchase of the Loan Agreement Put Units, Executive shall be required to deliver an assignment of such Put Units to Holdings, as well as make customary representations and warranties regarding the Put Units and the repayment transactions contemplated by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderSection 14.

Put Right. If the Company enters into (a) At any business combination whereby the holders of the capital stock of the Company time prior to the effective time third anniversary of the business combination would holdEffective Date, directly or indirectlythe affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (the “Put Option”) to Strategic REIT all (but not less than fifty percent (50%all) of the aggregate capital stock of the surviving entityoutstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the Company shall provide “Equity Interests”), on the terms and subject to the provisions of this Section 9.06. The Put Holders may exercise the Put Option by delivering written notice (the “Put Notice”) of such business combination their election to the Holder not less than thirty (30).days Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective time (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) The aggregate purchase price for the Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any loans or advances to any of such business combination. Upon receiving such notice entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (an “Election Notice”b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the CompanyCompany or EH Condominium Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (c) If the Put Holders elect to exercise the Put Option, the Holder may electclosing of the Put Option shall be consummated as soon as practical following the delivery of the Put Notice, by providing written notice of such election but in any event after the Put Effective Date and prior to the Company within date that is thirty (30) days following the Put Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Put Holders as to: (i) ownership, title, authority to sell and the like regarding the Equity Interests; (ii) the absence of any assets or liabilities of any kind in ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the limited liability company agreements of EH DTRS Holdings and EH Condominiums Holdings); (iii) the absence of any activities of any kind by ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Company, EH DTRS Holdings and EH Condominiums Holdings); and (iv) the qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the avoidance of doubt, the Put Holders shall not be required to make any representations, warranties and indemnification as to the operations or financial matters of the Company, EH DTRS Holdings, EH Condominiums Holdings or any of their respective Subsidiaries. Strategic REIT shall be entitled to receive such other deliveries as may be reasonably necessary to effect the purchase of the Equity Interests. (d) Strategic REIT shall pay the Put Price by issuing and delivering to the Put Holders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to the aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (to be equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the twenty (20) day volume-weighted average price of a share of Common Stock as of the date it receives such notice, to require of the Put Notice. (e) The parties acknowledge that the Company purchase this Warrant (Common Stock will be listed pursuant to the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or in any other agreement to the contrary, Strategic REIT shall not be required to issue or deliver any shares of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the rules of the NYSE or any portion thereof that remains unexercisedother national or regional securities exchange or system of automated dissemination of quotation of securities prices in the United States on which the Common Stock is then traded or quoted, have been obtained, including, without limitation, the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock. (f) from Upon the Holder for an amount; in cashdate of the Put Notice, equal all obligations, if any, of Monroe and any Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to (a) the aggregate fair market value immediately accrue, but liabilities and obligations accruing prior to the effective time of such business combination date of the Shares issuable pursuant to this Warrant (such fair market value to Put Notice shall remain outstanding and not be determined as set forth in Section 2(c) hereof) minus (b) effected by delivery of the aggregate Exercise Price Notice or closing of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put RightOption. Upon the Put Effective Date, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummatedServices Agreement shall terminate, and (y) the consideration payable Monroe shall cease to the holders of the capital stock of the Company consists solely of cash or capital stock of be a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise member of this Warrant. This Section 12 Company and shall terminate and be of have no further force and effect upon the earlier of obligations hereunder (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of but shall continue to have its obligations thereunder or (ii) upon any transfer of rights under this Warrant by the HolderSection 9.06).

Put Right. If Holdings shall have the Company enters into right, exercisable at any business combination whereby time and from time to time beginning on the holders Restricted Period End Date and continuing for a period of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) 30 days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares thereafter (the “Put RightPeriod”); provided in order , to effectively sell all or a portion of the Aggregate Shares to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇, and F▇▇▇▇▇▇ will be obligated to, or will cause such Affiliate to, purchase such Aggregate Shares, at a purchase price of $6.00 per share (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) (the “Put Purchase Price”). Such rights to sell to F▇▇▇▇▇▇ or such Affiliate pursuant to this Section 3 are referred to herein as the “Put Right.” Holdings shall exercise the Put RightRight by giving written notice of exercise (the “Put Right Notice”) to F▇▇▇▇▇▇, which notice shall set forth the number of Aggregate Shares to be purchased by F▇▇▇▇▇▇ or such Affiliate (the “Put Shares”). Within seven business days after F▇▇▇▇▇▇ or his Affiliate receives the Put Right Notice, F▇▇▇▇▇▇ shall, or shall cause such Affiliate to, pay the aggregate Put Purchase Price for the Put Shares to Holdings by check or wire transfer of immediately available funds to an account designated by Holdings . Promptly after Holdings receives such payment, Holdings shall deliver (or arrange for delivery) to F▇▇▇▇▇▇ or such Affiliate a stock certificate representing the Put Shares (free and clear of any rights, restrictions, liens or encumbrances whatever) purchased by F▇▇▇▇▇▇ or such Affiliate together with a fully-executed stock power. Notwithstanding the foregoing, if Holdings exercises the Put Right in connection with a Company Sale, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities exercise of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) shall be effective, and the proposed business combination is not consummated, (y) sale of the consideration payable Aggregate Shares pursuant to the holders Put Right to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇ at a purchase price of $6.00 per share in cash (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) shall be subject to and take place immediately prior to, the capital stock consummation of the Company consists solely of cash or capital stock of a corporation or other entity Sale, it being understood that if such Company Sale is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoingterminated, the Company provisions of Section 2 and 4 shall pay to apply until the Holder; in immediately available funds, any amounts due as next Restricted Period End Date occurs and thereby triggers a result of new Put Period consistent with the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise provisions of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder3.

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) Within sixty days after the aggregate fair market value immediately prior to the effective time of such business combination end of the Shares issuable pursuant to this Warrant (such fair market value to be determined as Deadlock Period without resolution of a Deadlock, after complying with the resolution procedures set forth in Section 2(c11.1 hereof, provided such Deadlock occurs after the third anniversary of the Formation Date, UA may deliver notice to the Company and ▇▇▇.▇▇▇ (the "Put Notice") hereofstating that UA is exercising its option to put all, but not less than all, of its Interest in the Company to ▇▇▇.▇▇▇ (the "Put Option"). Upon the receipt of the Put Notice, ▇▇▇.▇▇▇ and UA shall jointly determine the fair market value of UA's Interest, taking into account the fair market value of the Business of the Company as a going concern (the "Fair Market Value") minus and the sale of the Interest pursuant to the Put Option shall be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the procedures set forth herein, subject to any and all necessary regulatory or other approvals. If ▇▇▇.▇▇▇ and UA fail to agree as to the Fair Market Value within fifteen (15) Business Days starting from the date of the Put Notice, UA will engage an appraisal firm (the "First Appraiser") to appraise the Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "First Appraisal") no later than twenty (20) Business Days after being engaged. For a period of ten (10) Business Days following receipt of the First Appraisal, ▇▇▇.▇▇▇ will have the right to object to the First Appraisal by written notice to UA (the "FMV Objection Notice") and engage an appraisal firm (the "Second Appraiser"). ▇▇▇.▇▇▇ will cause the Second Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to ▇▇▇.▇▇▇ and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and ▇▇▇.▇▇▇ fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and ▇▇▇.▇▇▇ will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the two values determined by the appraisers whose determination of value is closest to each other from among the three appraisals. Determination of the Fair Market Value in the above manner will be final and binding on UA and ▇▇▇.▇▇▇. The cost of the First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by ▇▇▇.▇▇▇. The cost of the Third Appraiser, if any, will be shared equally by UA and ▇▇▇.▇▇▇. ▇▇▇.▇▇▇ shall have the right to assign its obligation to purchase the Interest of UA. (b) At the aggregate Exercise Price closing of this Warrant for such Shares (the “Put Right”); provided in order sale of UA's Interest to effectively exercise ▇▇▇.▇▇▇ pursuant to the Put RightOption, the Election Notice ▇▇▇.▇▇▇ shall describe in detail (i) the conflict of interest the Holder would experience if forced issue and deliver to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have UA a material adverse effect on the Holder’s business operation Promissory Note in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable principal amount equal to the holders Fair Market Value as determined pursuant to this Section 11. The Promissory Note shall provide for the principal to be paid in five (5) equal quarterly installments, together with accrued but unpaid interest thereon, with the initial payment being six (6) months after the final Fair Market Value has been established pursuant to Section 11.2(a). The Promissory Note shall bear interest at the rate of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (prime plus 1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder%.

Put Right. If (i) Subject to the terms and conditions hereof, the Executive shall be entitled, by giving notice to the Company enters into any business combination whereby (the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Put Notice”) from at anytime during the Companyone week period commencing on September 15, the Holder may elect2003 and ending at 5:00 p.m. Chicago time on September 21, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice2003, to require that the Company to purchase this Warrant at the Put Purchase Price (as defined below) all or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination part of the Shares issuable pursuant to this Warrant (such fair market value to be determined 204,000 shares of Common Stock beneficially owned by the Executive as set forth in Section 2(c) hereof) minus (b) of the aggregate Exercise Price of this Warrant for such Shares Effective Date (the “Put Right”); provided . The Put Notice shall (x) specify the amount of shares of Common Stock to be sold, (y) contain an irrevocable commitment to sell such Common Stock in order the manner set forth in this Section 1(f) and (z) specify the date such shares are to effectively exercise be sold (which date shall be not less than 10 business days nor more than 20 business days after the delivery of the Put Right, Notice (the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and “Put Closing Date”). (ii) why such conflict The aggregate purchase price for the shares of interest has or would have a material adverse effect on Common Stock to be purchased pursuant to the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if shall be equal to the 9 product of (x) the proposed business combination is not consummated, number of shares of Common Stock to be purchased multiplied by (y) $8.31 (the consideration payable “Put Purchase Price”). The Put Purchase Price shall be subject to equitable adjustments in the event of any stock split, recapitalization or similar transaction affecting the common stock. (iii) The consummation of the transactions pursuant to an exercised Put Right shall take place on the Put Closing Date in accordance with this Section 1(f). On the Put Closing Date the Company shall pay the Put Purchase Price by cashier’s check or wire transfer of immediately available funds to an account designated by the Executive in exchange for the Common Stock being purchased. The Executive shall cause the shares of Common Stock being purchased pursuant to the holders of the capital stock of Put Right to be delivered to the Company consists solely at the closing free and clear of cash all liens, charges or capital stock encumbrances of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) any kind and shall take all such actions as the Company does reasonably requests to vest in the Company title to such shares being purchased free of any lien, charge or encumbrance. (iv) The Company shall have the right to assign the obligation to purchase the shares underlying the Put Right to a third party 10 reasonably acceptable to the Executive, provided that any such assignment shall not have sufficient cash legally available relieve the Company from its obligations under this Section 1(f) in the event the assignor fails to fully satisfy its obligation to purchase the shares subject to the Put Right. Subject to the foregoingIn connection with any such assignment, the Executive shall take any actions reasonably requested by such third party in connection with such assignment, including entering into a new agreement with such third party that would govern the Put Right and contain customary provisions relating generally to put rights. The Company shall pay to reimburse the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate Executive for reasonable counsel fees and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment expenses incurred by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon Executive in connection any transfer of this Warrant by the Holdersuch assignment.

Put Right. If 11.1 Following the second anniversary of the Award Date, Participant shall have the right (the “Put Right”) to require, upon notice to the Company, that the Company enters into any business combination whereby the holders purchase some or all of the capital stock Shares (the “Put Shares”) under the terms provided in this Section 11. 11.2 Participant may exercise the Put Right no more than once per fiscal quarter by providing notice (“Put Notice”) to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the “Put Notice Period”). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase which shall be not less than thirty (30) days after the date of the Company prior to the effective time Put Notice. 11.3 Within fifteen (15) days after receipt of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entityPut Notice, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Price Notice”) from to the Participant of the purchase price of the Put Shares. The purchase price for the Put Shares shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 11.7, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company’s primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Holder may elect, by providing written notice Company has granted a Put Right to one or more employees or directors of such election or consultants to the Company or its subsidiaries and one or more of such Put Rights remain in effect, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 11.7(d), the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by the Participant of one or more stock certificates evidencing the number of Shares specified in the Put Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (other than pursuant to Section 4.2 of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercisedPlan) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior shall be made to the effective time of such business combination purchase price for fluctuations in the value of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) Common Stock after the aggregate Exercise Price date of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderNotice.

Put Right. If Notwithstanding anything to the contrary in this Warrant, Holder shall have the right to require the Company enters into to repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $900,000. Holder may exercise this “put right” at any business combination whereby time commencing on the holders earlier of the capital stock of the Company (i) ten (10) days prior to the effective occurrence of a Liquidity Event, (ii) the time Holder receives notice that a Liquidity Event has occurred, and (iii) the time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of Holder’s election pursuant to this Section 1.7; provided that (A), in case of the business combination would holdearly expiration or termination of this Warrant due to an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), directly Holder must exercise such “put right,” if at all, no later than upon such early expiration or indirectlytermination, less (B) in case of any Acquisition other than fifty percent one where the sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (50%x) the consummation of the aggregate capital stock of the surviving entitysuch Acquisition, the Company shall provide written if Holder has been provided fifteen (15) days prior notice of such business combination Acquisition specifically referencing this “put right” or (y) if such notice is note provided by that time, the fifteenth (15th) day following the notice to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice Acquisition specifically referencing this “put right” and (an “Election Notice”) from C), in case of any registered public offering of the Company’s common stock, Holder must exercise such “put right,” if at all, not later than the Holder may elect, by providing written notice thirtieth (30th) day following the later of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities expiration of the surviving entity lock-up period, if any, and (ii) why the 210th day following such conflict public offering. For purposes of interest has or would have this Warrant, a material adverse effect on “Liquidity Event” is the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders first of the capital stock following events to occur after the Issue Date: any adoption of resolutions by the Board of Directors of the Company consists solely to dissolve or liquidate the Company, any expiration or termination of cash or capital stock this Warrant, any registered public offering of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put RightCompany’s common stock, and any Acquisition. Subject to the foregoingIn any event, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result rights of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall Holder under this Section 1.7 terminate upon the full exercise expiration or termination of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder.