Common use of Put Right Clause in Contracts

Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) shall have the option to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.

Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by If the Participant's employment with the Company without Cause, and Subsidiaries terminates due to the Disability or upon the death or Disability of the Management MemberParticipant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such Management Member (or his or her legal representative) termination of employment the Participant shall have the option right, subject to the provisions of Section 5 hereof to sell to the Company and if such option is exercised the Company shall purchasebe required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or any portion Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Terminated Member’s Termination Units designated by Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such Management Member termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in each Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case other of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than Rollover Units181 days and no later than 271 days after the date of issuance of such Option Shares), which the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 7.09(c5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) owned on of the Termination Date (collectively, Option Shares then held by the “Put Units”) for Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a purchase price per Option Share equal to the Termination Price Fair Market Value of such Option Share (measured as of the Put Unitsdelivery of the notice referred to in Section 4(a)(ii)). (ii) The Terminated Member (If the Participant desires to exercise his or such Terminated Member’s Permitted Transferees) shall notify her option to require the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option to repurchase Options and/or Option Shares pursuant to Section 7.09(b)(i) (the date on which the Company is so notified4(a), the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it Participant shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving send one written notice to the Company stating therein setting forth the quantity intention of Put Units Participant and Permitted Transferees, if applicable, to be purchased up collectively sell all Options and/or Option Shares pursuant to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share Section 4(a) within such ten (10) day periodthe period described above, the Company will give the Class A Members who did so agree (the “Electing Put Members”) which notice of shall specify the number of Put Units not subscribed for. The Electing Put Members Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall have five (5) days from include the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part signature of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof Participant and each Permitted Transferee shall be considered desiring to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.sell

Put Right. (ia) Upon any Management Member’s termination for Good Reason, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) shall have the option Subject to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of this Section 5 and Section 6 below, at any time on and after August 6, 2013 until and including September 5, 2013, the proposed sale. Each Class A Member Holder shall have ten the right to sell up to one hundred percent (10100%) days of the Warrant to the Company, and if the Holder exercises such right, the Company shall 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 receipt 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 notice 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 agree 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 purchase up to exercising its pro rata share of such Put Unitsput right under Section 5(a), for the Termination Price and upon the terms and conditions specified in the notice, by giving Holder must deliver written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put MembersNotice”) notice of the number of Put Units not subscribed for), in accordance with Section 15. The Electing Put Members Notice shall have five (5) days from be deemed to be given and served on the date of such second notice that the Company receives the Put Notice. The date that the Holder intends to agree exercise its put right shall be hereinafter referred to purchase their pro rata share (or such greater amount as the Electing “Put Members agree uponExercise Date”. (d) of all or any part Payment of the Put Units not purchased by such other Class A Members. Price shall be made in cash in immediately available funds within ninety (iv90) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grantthe 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 closing Company has received an Exercise Notice from the Holder prior to receipt of a Put Notice from the Holder, then the Holder shall occur immediately following not be entitled to exercise its put right pursuant to Section 5(a) herein with respect to such 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 been consummated or terminated prior to delivery by the Holder of a Put Notice to the Company, then the Holder 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 Drag-Along Notice, unless the transaction that is the subject of the Drag-Along Notice is terminated or not consummated within sixty (60) days of the date of the Drag-Along Notice; provided that notwithstanding the foregoing the Holder shall be entitled to deliver a Put Notice to the Company (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) prior to such termination or expiration of such 180 sixty (60) day period which Put Notice shall (for purposes hereof each Permitted Transferee if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) be given full effect upon the occurrence of such termination or expiration, provided that the corresponding Put Effective Date shall be considered to have held delayed by adding the Termination Units number of days that is equal to the same extent as number of days that have passed from the original transferee). The closing date of delivery to the Company of the purchase Put Notice until the 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 Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put UnitsQualified Public Offering.

Put Right. (ia) Upon any Management Member’s termination for Good Reason, termination by the Company without Cause, or upon the death or Disability occurrence of the Management MemberPut Trigger (defined below), such Management Member and for a period of thirty (or his or her legal representative30) days thereafter, Buyer shall have the option right (the “Put Right”), but not the obligation, to sell and if such option is exercised cause Seller to repurchase all, but not less than all, of the Company shall purchase, all or any portion Shares at the Purchase Price. For purposes of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to this Section 7.09(c)) owned on the Termination Date (collectively7, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing Trigger” shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, if (i) the Company shall pay fails for any reason to commence a tender offer under the Terminated Member and/or such Terminated Member’s Permitted TransfereesSecurities Exchange Act of 1934, as applicableamended (the “Offer”), against delivery for at least 27 million of duly endorsed certificates described below representing such Termination Unitsits outstanding shares of Common Stock at a price of $1.20 per share (the “Tender Price”) within ten (10) business days after the Closing Date, the aggregate Termination Price by wire transfer of immediately available federal funds and or (ii) having commenced the Terminated Member and/or Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to the proration procedures outlined in the Offer), or (iii) the Company for any reason has not completed the Offer (and purchased the shares tendered pursuant thereto, other than due to the proration procedures in the Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such Terminated Member’s Permitted Transfereesthat Buyer owns a majority of the Common Stock of the Company then outstanding. (b) If Buyer desires to sell the Shares pursuant to Section 7(a), as applicable, Buyer shall deliver to Seller a written notice (the Company a certificate or certificates representing “Put Exercise Notice”) exercising the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixedRight. The delivery of a certificate or certificates for By delivering the Put Units by any Person selling Exercise Notice, Buyer represents and warrants to Seller that, at the time of such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation notice and warranty by such Person that: at the time the Put Right is settled, (i) such Person Buyer has full rightand will have good and marketable title to the Shares, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens Liens other than Liens caused or encumbrancesincurred by Seller, and (ivii) there is Buyer has the full right, power and authority to convey and sell the Shares pursuant to the Put Right hereunder, and upon consummation of the exercise of the Put Right, Seller will acquire from Buyer good and marketable title to the Shares, free and clear of all Liens other than Liens caused or incurred by Seller. (c) The closing of any sale of Shares pursuant to this Section 7 shall take place no adverse claim with respect later than 5 business days following receipt by Seller of the Put Exercise Notice. For the avoidance of doubt, a Put Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Closing Date”). (d) Seller will pay the Purchase Price for the Shares by wire transfer of immediately available funds on the Put Right Closing Date. (e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 7 including, without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate. (f) At the closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers, against receipt of the Purchase Price. (g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the Purchase Price until such time as the Put UnitsRight may no longer be exercised pursuant to Section 7(a) above. (h) Seller will not avoid or seek to avoid the observance or performance of any of the provisions to be observed or performed by it under Section 6 or Section 7, but will at all times in good faith carry out of all the provisions of Section 6 and Section 7 and will take all such action as may be necessary or appropriate to permit and facilitate any valid exercise by Buyer of the Put Right.

Put Right. (a) Subject to Section 2(e) hereof, during the period beginning on January 1, 2016 and ending on the earlier of (i) Upon any January 1, 2019 and (ii) the IPO Date, each Management Member shall have the right, but not the obligation, to sell to the Company, and to require the Company to purchase from such Management Member, from time to time, that number of such Management Member’s termination for Good Reason, termination by the Company without Cause, Initial Management Shares or upon the death or Disability of the Management Member, Converted Shares in respect thereof that such Management Member (or his or her legal representative) shall have the option desires to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for at a purchase price per share equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option price per share paid pursuant to Section 7.09(b)(i2(a) of the Subscription Agreement, taking into account any adjustments thereto pursuant to Section 2(b) thereof and with appropriate adjustments for any dividends, splits, reverse splits, combinations, recapitalizations, and the like occurring after the date hereof (the date on which the Company is so notified, the “Put Notice DatePurchase Price Per Share”). (iiib) The Company may offer Subject to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b2(e) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which hereof, if the Company could act. In has not consummated its Initial Public Offering before January 1, 2019, then, during the event that period beginning on January 1, 2019 and ending on the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09IPO Date, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A each Management Member shall have ten (10) days from the date of receipt of any such notice right, but not the obligation, to agree sell to the Company, and to require the Company to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall from time to time, that number of such Management Member’s Initial Management Shares or Converted Shares in no event be less than 90 days nor more than 120 days after respect thereof that such Management Member desires to sell at a price per share equal to the Put Notice Date; provided that greater of (x) the Fair Market Value of such Initial Management Shares or Converted Shares in the event the Terminated Member has not held the Termination Units for a period of 180 days after respect thereof on the date of grantexercise and (y) the Purchase Price Per Share. A Management Member may irrevocably waive his or her right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Purchase Price Per Share by executing and returning to the Company a completed waiver in the form of Exhibit B attached hereto. For the avoidance of doubt, if a Management Member irrevocably waives such right, such Management Member shall nonetheless retain the right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Fair Market Value of such Initial Management Shares or Converted Shares in respect thereof in accordance with the first sentence of this Section 2(b). (c) Subject to Section 2(e) hereof, if, following the IPO Date, the closing shall occur immediately following the expiration of such 180 day period Initial Management Shares or Converted Shares in respect thereof are not fully and freely tradable securities (for purposes hereof each Permitted Transferee shall be considered without regard to have held the Termination Units to the same extent as the original transferee). The closing any unexercised rights of the purchase by the Company of Put Units Management Member pursuant to Section 7.09(b8 hereof) shall take place at that are (1) listed on an established national or international securities exchange and (2) transferable without restriction or limitation (other than (x) any contractual obligations pursuant to an underwriter’s or similar lock-up agreement entered into by such Management Member that prohibit the principal office sale of Initial Management Shares or Converted Shares in respect thereof for up to one hundred eighty (180) days, (y) any inability to sell Initial Management Shares or Converted Shares in respect thereof because of the Company Management Member’s possession of material non-public information or (z) reasonable and temporary blackout periods established pursuant to a Trading Policy (“Tradeable Securities”), then, beginning on or before the closing date set forth in such notice. At such closing, later of (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds IPO Date and (ii) January 1, 2016 and ending on the Terminated third anniversary of the later of (x) the IPO Date and (y) January 1, 2016, each Management Member and/or shall have the right, but not the obligation, to sell to the Company, and to require the Company to purchase from such Terminated Management Member, from time to time, that number of such Management Member’s Permitted Transferees, Initial Management Shares or Converted Shares in respect thereof that are not fully and freely tradable as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.described

Put Right. (a) If, at any time after the effective date of this Agreement, the Foundation, as a result of its ownership of the Membership Interests (i) Upon recognizes UBIT, and (ii) is liable for UBIT of an amount in excess of the Net Cash Flow, then the Foundation shall provide Notice (as provided below) to the Donors and to the Company. The Company shall have thirty (30) days from the receipt of the Notice to contribute an additional amount of cash to the Foundation to cover the amount of any Management Member’s termination UBIT liability in excess of the Net Cash Flow. If the Company does not make the initial contribution required, each of the Donors shall have the right to make an additional contribution of cash to cover the liability for Good Reason, termination UBIT in excess of the Net Cash Flow. If the additional contribution is not made by the Company without Causeor by the Donors, or upon then the death or Disability of the Management Member, such Management Member (or his or her legal representative) Foundation shall have the option right to sell and if such option is exercised the Company shall purchase, all or any portion exercise its Put Right in accordance with subparagraph (c) of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Unitsthis Paragraph 2. (iib) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify If, at any time after the Company in writingeffective date of this Agreement, within 90 days there is an event of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate default in the purchase Loan Documents, as such Loan Documents are defined in The Construction Loan Agreement dated the 10th day of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held March, 2005, by and between Wachovia Bank, N.A. and C▇▇▇▇▇▇ Investors (OSS), LLC, and such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten default is not cured within thirty (1030) days from the date of receipt notice of any such notice the event of default, then the Foundation shall have the right to agree exercise its Put Right in accordance with subparagraph (c) of this Paragraph 2. (c) Whenever the Foundation has the right to exercise its Put Right in accordance with this subparagraph (c) of this Paragraph 2, (i) The Foundation shall have the right to have the Company purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, Membership Interests by giving written notice sending Notice (as defined below) to the Company stating therein that the quantity Foundation is exercising its rights under this Agreement; and (ii) Upon receipt of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day periodthe Notice, the Company will give shall be obligated to purchase the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days Membership Interests from the date Foundation in accordance with the provisions of such second notice paragraph 3 of this Agreement. Provided, however, nothing contained herein shall prevent the Foundation from selling the Membership Interests to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered a third-party, including St. F▇▇▇▇▇▇ Hospital, Inc. pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put UnitsPurchase Option.

Put Right. (i) Upon At any Management Member’s termination for Good Reason, termination by time and from time to time on or after the Company without Cause, or upon the death or Disability --------- seventh anniversary of the Management MemberInitial Closing Date, such Management Member (or his or her legal representative) but not after the consummation of a Public Offering, each Institutional Investor shall have the option right to sell and if such option is exercised require the Company shall purchaseto repurchase all, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other but not less than Rollover Unitsall, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units outstanding Investor Stock held by such Class A Member Institutional Investor and any such Class A Member electing to participate may act under this Section 7.09(bits Affiliates at the Repurchase Price (as defined below) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein of such Institutional Investor's exercise of this right (the quantity "Exercise Notice"). Within 10 days after receipt of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day periodan Exercise Notice, the --------------- Company will shall give the Class A Members who did so agree written notice (the “Electing Put Members”"Repurchase Notice") notice to each other holder ----------------- of Investor Stock, setting forth the identity of the Institutional Investor tendering such Exercise Notice, the number of Put Units not subscribed for. The Electing Put Members shall have five shares of Investor Stock to be repurchased from such Investor, and a reasonable approximation of the fair market value of the Company's assets (5net of any Company liabilities senior in liquidation preference to the Investor Stock) days from and of each share of Investor Stock at the date time of such second notice Repurchase Notice. Each Investor shall be entitled to agree join in such repurchase and require the Company to purchase their pro rata share (or all, but not less than all, of the Investor Stock held by such greater amount Investor and its Affiliates at the same closing, at the same price, and on the same terms as the Electing Put Members agree upon) of all or any part of Institutional Investor tendering the Put Units not purchased Exercise Notice by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put giving Exercise Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 within 20 days after the date of grantthe Repurchase Notice. Promptly (but in any event within 3 business days after the end of this 20-day period), the closing Company shall occur immediately following send each Investor written notice updating the expiration of such 180 day period information contained in the Repurchase Notice (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee"Revised Repurchase Notice"). The closing Revised Repurchase ------------------------- Notice shall also set forth a time (which shall be not less than 5 nor more than 10 business days after the date of such notice) and place for a meeting between the Company and the holders of a majority of the purchase by Investor Stock which the Company of Put Units pursuant has been requested to Section 7.09(b) shall take place at repurchase (the principal office of the Company on or before the closing date set forth in such notice"Majority Holders"). At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.----------------

Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) shall have the option to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c8.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i8.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b8.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b8.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.098.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii8.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b8.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b8.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.

Put Right. (a) Subject to Section 10.4(c), and so long as Operator holds a direct or indirect Membership Interest in the Company, in the event that (and only in the event that): (i) Upon the Hotel Management Agreement is terminated by TRS SUB, and (ii) Operator is replaced as the hotel manager by an Affiliate of CWI or AREP I Perimeter LLC, a Delaware limited liability company (“AREP”), as applicable, the Members shall hereby grant Operator the 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 that, Operator’s exercise of the Put Right shall be conditioned upon Operator’s written notice (the “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 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 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) and (ii) below and shall be consummated on a date mutually agreed by Managing Member and Operator, but in any Management Member’s termination for Good Reasonevent no later than (x) sixty (60) days after the delivery of the Put Exercise Notice or (y) if applicable, termination 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 Company without Cause, or upon other Members at such closing in immediately available funds to Operator. (i) From the death or Disability date of delivery of the Management MemberPut Exercise Notice, such Management Member (Operator shall not Transfer or his otherwise permit any lien, encumbrance or her legal representative) shall have the option other defect in title to sell and if such option is exercised the Company shall purchasebe created, filed or recorded against, all or any portion of the Marcus Interest or any interest therein in such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject manner as to Section 7.09(c)) owned on violate any provisions of this Agreement or otherwise impair the Termination Date (collectively, ability of Operator to convey the “Put Units”) for a purchase price equal Marcus Interest to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A purchasing Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens 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 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 encumbrancesprior to the Put Closing, all outstanding principal and (iv) there is no adverse claim accrued interest due with respect to such 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 UnitsClosing. 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 event the Hotel Management Agreement is terminated by TRS SUB as the result of Operator’s fraud, gross negligence or willful misconduct, Operator shall have no rights under this Section 10.4 including, without limitation, any Put Right.

Put Right. (a) If Participant (i) Upon any Management Member’s termination for Good Reasonremains continuously employed by Employer through the date that all obligations under the Credit Agreement are paid in full (such date, termination the Repayment Date”), (ii) is terminated by the Company without CauseCause prior to the Repayment Date or (iii) resigns for Good Reason prior to the Repayment Date, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) Participant shall have the option a one-time right, but not an obligation, to sell and if such option is exercised cause the Company shall purchase, all or any portion of such Terminated Member’s Termination to purchase up to 1,403.09424 Class A-2 Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) from Participant for a purchase price an amount equal to AU$0.87 per Class A-2 Unit reduced on a per Unit basis by the Termination Price amount of the Put Units. any prior distributions on such Unit (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice DateRight”). (iiib) The Company In connection with any exercise of the Put Right, assuming the requirements set forth in Section 4.2(a) are satisfied, Participant may offer elect to the Class A Members the opportunity to participate in the purchase of sell all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members delivering written notice of (the number of “Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10Notice”) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein no later than 30 days after the quantity Repayment Date. The Put Notice shall set forth the number of Put Units to be purchased up to such Class A Member’s pro rata shareacquired from Participant. If any Class A Member fails to agree to purchase its full pro rata share Participant does not deliver a Put Notice within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members Participant shall be deemed to have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of waived the Put Units not purchased by such other Class A MembersRight. Participant may only provide one Put Notice pursuant to this Section 4.2. (ivc) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by of the Company of Put Units pursuant to Section 7.09(b) the Put Right shall take place at on the principal office date designated by the Company (as approved by the Board), which date shall not be more than 120 days nor less than 90 days after the delivery of the Company on or before Put Notice. Notwithstanding the date upon which the closing occurs, the date set forth in such noticeupon which the purchase shall be effective (the “Put Date”) shall be the Repayment Date. At such closing, (i) the The Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing for the Put Units to be purchased by pursuant to the Company Put Right in cash at closing. (d) Upon the purchase of any Put Units pursuant to the Put Right, Participant shall deliver to the Company, (i) if such Units are certificated, certificates representing such Repurchased Units, duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteedendorsed in blank, free and clear of all claims, liens or encumbrances from any lien or encumbrancethird party, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power other agreements, instruments and authority other documents reasonably requested by the Company. The Company shall be entitled to receive customary representations and has taken all necessary action to sell such warranties from Participant regarding the Put Units as contemplated; (iii) including representations and warranties regarding good title to all such Put Units are free to and clear the absence of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Unitsthereon).

Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by If the Participant's employment with the Company without Cause, and Subsidiaries terminates due to the Disability or upon the death or Disability of the Management MemberParticipant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such Management Member (or his or her legal representative) termination of employment the Participant shall have the option right, subject to the provisions of Section 5 hereof to sell to the Company and if such option is exercised the Company shall purchasebe required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or any portion Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Terminated Member’s Termination Units designated by Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such Management Member termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in each Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case other of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than Rollover Units181 days and no later than 271 days after the date of issuance of such Option Shares), which the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 7.09(c5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) owned on of the Termination Date (collectively, Option Shares then held by the “Put Units”) for Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a purchase price per Option Share equal to the Termination Price Fair Market Value of such Option Share (measured as of the Put Unitsdelivery of the notice referred to in Section 4(a)(ii)); provided, however, the Company shall in no event be required to purchase Option Shares from the Participant or his Permitted Transferees upon a Retirement pursuant to the provisions of this 4(a)(i) prior to the earlier of (i) the date immediately proceeding a Public Offering (ii) a Sale of the Company or (iii) the Participants 65/th/ birthday. (ii) The Terminated Member (If the Participant desires to exercise his or such Terminated Member’s Permitted Transferees) shall notify her option to require the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option to repurchase Options and/or Option Shares pursuant to Section 7.09(b)(i) (the date on which the Company is so notified4(a), the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it Participant shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving send one written notice to the Company stating therein setting forth the quantity intention of Put Units Participant and Permitted Transferees, if applicable, to be purchased up collectively sell all Options and/or Option Shares pursuant to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share Section 4(a) within such ten (10) day periodthe period described above, the Company will give the Class A Members who did so agree (the “Electing Put Members”) which notice of shall specify the number of Put Units not subscribed for. The Electing Put Members Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall have five (5) days from include the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part signature of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof Participant and each Permitted Transferee shall be considered desiring to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.sell

Put Right. (i) Upon any If a Management MemberHolder’s termination for Good Reasonemployment terminates by reason of his death, termination by disability or retirement or if a Management Holder terminates his employment within two years of the Company date of the Closing or if a Management Holder’s employment is terminated without Cause, or upon the death or Disability of the Management Member, such Management Member (Holder or his or her legal representative) shall have the option to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company estate may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the noticerequire, by giving written delivering a notice to the Company stating therein within 60 days after the quantity Company notifies the Management Holder of the Fair Market Value of such Holder’s Put Units to be purchased up Shares (as hereinafter defined), that the Company purchase all of the shares of Common Stock listed next to such Class A MemberHolder’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, name under the Company will give the Class A Members who did so agree heading “Number of Shares” on Schedule I that are outstanding and held by him or it (the “Electing Put MembersShares”) notice at Fair Market Value, provided, however, that if a Management Holder’s employment terminates by reason of his resignation within two years of the number Closing and such Holder requests the Company to purchase his Put Shares, the purchase price for such shares will be the lower of Cost or Fair Market Value. Notwithstanding the foregoing, a Management Holder may request that the Company purchase a specified percentage of his or its Put Units not subscribed for. The Electing Put Members Shares, rather than all such shares owned by the Management Holder and the Company, in its sole discretion, shall have five (5) days from decide whether it will accept such request and purchase only the date specified percentage requested by such Holder or reject such request and require all of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Management Holder’s Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units Shares to be purchased by the Company. If the Company duly endorsedrejects such request, the Company shall notify the Holder and such Holder may thereafter request the Company purchase all of his or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The its Put Shares by delivery of a certificate or certificates for notice to the Put Units Company by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: the later of (i) 15 days after the Company’s notification of such Person has full right, title rejection and interest in and to such Put Units; (ii) 60 days after the Company notifies the Management Holder of the Fair Market Value of such Person has all necessary power and authority and has taken all necessary action to sell such Holder’s Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put UnitsShares.

Put Right. (iIf any Preferred Units remain outstanding at any time after September 25, 2007 or as otherwise contemplated by Section 11.2(a) Upon or Section 15.12(c), then, so long as any Management Member’s termination for Good ReasonPreferred Units remain outstanding, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Preferred Member (or his or her legal representative) shall have the option right by delivering 30 days advance written notice (a “Put Notice”), which notice shall be irrevocable, to sell and if such option is exercised the Managing Member to cause the Company shall purchaseto redeem all, all or but not less than all, of the Preferred Units for the Preferred Redemption Price, payable in immediately available funds. Notwithstanding any portion provision of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject this Agreement to Section 7.09(c)) owned on the Termination Date (collectivelycontrary, the “Managing Member shall have the right to purchase the Preferred Units that are the subject of a Put Units”) for a purchase price equal to Notice by paying the Termination Price Preferred Redemption Price, at the option of the Put Units. (ii) The Terminated Member (Managing Member, in immediately available funds, REIT Preferred Shares or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could actcombination thereof. In the event that the Company determines that it will offer Managing Member shall exercise its right to satisfy the opportunity to purchase Termination Units under Preferred Redemption Price in the manner described in this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee15.5(a). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) each of the Preferred Member, the Company and the Managing Member shall pay treat the Terminated transaction between the Managing Member and/or such Terminated and the Preferred Member as a sale of the Preferred Member’s Permitted TransfereesPreferred Units to the Managing Member for federal income tax purposes, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver number of REIT Preferred Shares to be issued to the Company a certificate or certificates representing Preferred Member in respect of the Put Preferred Units shall be equal to be purchased the quotient obtained by dividing the portion of the Preferred Redemption Price being paid in REIT Preferred Shares divided by the Company duly endorsedliquidation preference of the REIT Preferred Shares, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) the Managing Member shall be treated for all purposes as the owner of such Put Preferred Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Unitsupon tendering the Preferred Redemption Price.

Put Right. (ia) Upon any Management Member’s termination for Good ReasonIf the Trigger Event occurs, termination by then the Company without Cause, or upon the death or Disability of the Management Member, such Management Non-Managing Member (or his or her legal representative) shall have the option right (the “Put Right”), at its election by delivery upon 60 days prior written notice (the “Put Notice”) to sell and if such option is exercised the Company shall purchaseManaging Member, to cause the Managing Member to issue to the Non-Managing Member, in exchange for all or any portion (but not less than all) of such Terminated the Non-Managing Member’s Termination Units designated by Membership Interest, the Exchange Units. In the event the Trigger Event does not occur on or prior to June 30, 2014 (or June 30, 2015 in the case of clause (ii) of Section 8.3), the Put Right shall terminate and be of no further force and effect. (b) The closing of the Put Right pursuant to this Section 8.4 shall occur on the date specified in the Put Notice (such Management Member (in each case other than Rollover Unitsdate being hereinafter referred to as the “Put Closing Date”), which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 no earlier than 20 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in but no event be less later than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 30 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units delivery thereof to the same extent as Managing Member. (c) On the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closingClosing Date, (i) the Company shall pay the Terminated Non-Managing Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteedManaging Member an assignment of its Membership Interest, free and clear of any lien liens or encumbranceencumbrances whatsoever, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for no representations to the Put Units by any Person selling Managing Member other than it owns such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are Membership Interest free and clear of any and all liens or encumbrances, and that it has the power and authority to execute such assignment, together with a certificate of non-foreign status, (ii) the Managing Member shall deliver the Exchange Units to the Non-Managing Member, (iii) the Non-Managing Member and the Managing Member shall execute and deliver an Exchange Rights Agreement in the form attached hereto as Exhibit D, (iv) there is no adverse claim the Non-Managing Member shall execute and deliver to the Managing Member a signature page to the Managing Member’s agreement of limited partnership and (v) Exhibit A to the Managing Member’s agreement of limited partnership shall be amended to reflect the issuance of such Exchange Units. The Non-Managing Member and the Managing Member each agree to cooperate and take all actions and execute all documents reasonably necessary or appropriate to effect the transfer of the Non-Managing Member’s Membership Interest, the acquisition by the Managing Member of such Membership Interest and the acquisition by the Non-Managing Member of the Exchange Units as contemplated herein. Any transfer taxes payable in connection with respect the transfer of the Non-Managing Member’s Interest in connection with the exercise of the Put Right shall be paid by the Non-Managing Member. (d) No fractional Exchange Units shall be issued on the Put Closing Date and in lieu thereof the Managing Member shall pay to such Put Unitsthe Non-Managing Member an amount in cash equal to the product of (i) the fractional Exchange Unit to which the Non-Managing Member would otherwise be entitled and (ii) $11.00.

Put Right. (ia) Upon At any Management Member’s termination for Good Reasontime and from time to time on and after July 25, termination by the Company without Cause2023, HoldCo or upon the death Seller, as applicable, may require FAT Brands to purchase all or Disability a portion of the Management MemberClass A/B Notes wherein the price of such portion of the Class A/B Notes to be purchased shall be equal to the Adjusted A/B Principal Balance of such Class A/B Notes plus any and all accrued but unpaid interest on such Class A/B Notes through the date of any such purchase and sale of such Class A/B Notes (such amount, in the aggregate with respect to such Management Member Class A/B Notes, the “Class A/B Put Price”), on the terms and subject to the conditions of this Section 6. (b) At any time and from time to time on and after July 25, 2023, HoldCo or his Seller, as applicable, may require FAT Brands to purchase all or her legal representativea portion of the Class M Notes wherein the price of such portion of the Class M Notes to be purchased shall be equal to the Standard Adjusted Class M Principal Balance of such Class M Notes plus any and all accrued but unpaid interest on such Class M Notes through the date of any such purchase and sale of such Class M Notes (such amount, in the aggregate with respect to such Class M Notes, the “Class M Put Price,” and each of the Class A/B Put Price and the Class M Put Price, a “Put Price”), on the terms and subject to the conditions of this Section 6. (c) If HoldCo or Seller, as applicable, desire to exercise their rights under Sections 6(a) and/or 6(b) HoldCo or Seller, as applicable, shall have the option give FAT Brands written notice of its election to sell to FAT Brands any Notes (a “Put Notice”), which Put Notice shall set forth the number and if such option is exercised type of Notes to be purchased and the Company shall purchase, all or any portion date and time of such Terminated Member’s Termination Units designated by such Management Member the closing (in each case other than Rollover Units, which shall be subject to Section 7.09(ca Business Day) of the purchase and sale of such Notes (a “Put Closing”)) owned . Any such Put Closing for such Notes shall take place on the Termination Date first Business Day which is at least sixty (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (1060) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from following the date of such second notice to agree to purchase their pro rata share (Put Notice virtually via the exchange of executed documents and other deliverables by PDF or such greater amount as other means of electronic delivery and wire transfer of funds on the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Membersapplicable closing date. (ivd) Any notice delivered pursuant to Section 7.09(b)(ii) At each Put Closing, Seller shall, or shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closingcause HoldCo to, (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Company shall applicable Notes to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the applicable Notes, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay the Terminated Member and/or such Terminated Member’s Permitted Transfereesto HoldCo or Seller, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price applicable Put Price. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available federal funds to an account designated by HoldCo or Seller, as applicable, at least two (2) Business Days prior to such Put Closing. (e) If Seller satisfies, or causes HoldCo to satisfy, the requirements set forth in Section 6 and FAT Brands does not remit the applicable Put Price to HoldCo or Seller, as applicable, on the date of the applicable Put Closing (iia “Put Breach”), such Put Price shall accrue interest at the rate of 10% per annum from the date such Put Closing should have occurred until the date on which such Put Closing actually occurs, which interest shall be payable in cash monthly no later than the first Business Day of each calendar month thereafter until the date of such Put Closing, upon which any such unpaid interest shall be paid and payable together with applicable Put Price (and, for the avoidance of doubt, shall be incremental and additional to any interest accruing on and under the Notes themselves). Subject to FAT Brands fully satisfying its obligations under this Section 6(e), the occurrence of a Put Breach shall not, in and of itself, constitute a breach of this Agreement if and for so long as the interest required under this Section 6(e) and under the Terminated Member and/or applicable Notes are timely paid as and when they become due and payable. (f) If FAT Brands makes available, at the time and place and in the amount and form provided herein, such Terminated Member’s Permitted TransfereesPut Price to be purchased in accordance with this Section 6, then from and after such time HoldCo or Seller, as applicable, shall deliver no longer have any rights, directly or indirectly, as a holder of such Notes (other than the right to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free receive payment of such consideration in accordance herewith) and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) Notes shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits such Put Price with a representation and warranty by such Person that: (i) such Person has full right, title and interest nationally recognized escrow agent or trust company with irrevocable instructions in and customary form to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell escrow agent or trust company that such Put Units Price be paid to HoldCo or Seller, as contemplated; (iii) such Put Units are free and clear applicable, immediately upon delivery of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Unitsthe requisite instruments of transfer contemplated hereby.

Put Right. Following the earliest to occur of (i) Upon any Management a Sale of the Company, (ii) a Change of Control, (iii) the Company taking one of the actions specified in Section 8.04 without the approval required in such Section, (iv) an Uncured Financial Breach, and (v) October • , 2024, (a “Put Event”), a Member holding Class B Preferred Units may, at its election, require the Company to redeem part or all of such Member’s termination Class B Preferred Units for Good Reason, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) shall have the option to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for cash at a purchase price equal to the Termination Price of the Put Units. (ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company positive balances in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) The Company may offer their respective Class B Contribution Accounts with respect to the Class A Members B Preferred Units being redeemed, including without duplication, any Unpaid Preferred Return through the opportunity to participate day of redemption, plus, in the purchase cases of all or clauses (i), (ii), (iii), and (v), any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up Minimum Return with respect to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree Units (the “Electing Class B Put MembersPurchase Price”) notice ). If less than all of the number of Put Class B Preferred Units not subscribed forare required to be redeemed, the Units that are redeemed will be determined on a first-in-first out basis. The Electing Put Members shall have five (5) days from If a Member desires to exercise its right to require the date of such second notice to agree Company to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to this Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units9.05, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing written notice (the “Put Notice”) specifying the number of Class B Preferred Units to be purchased repurchased by the Company duly endorsed(the “Repurchased Units”). Each applicable Member shall, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear at the closing of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units purchase consummated pursuant to this Section 7.09(b) shall be deemed a representation 9.05, represent and warranty by such Person warrant to the Company that: : (i) such Person Member has full right, title and interest in and to such Put the Repurchased Units; ; (ii) such Person Member has all the necessary power and authority and has taken all necessary action to sell such Put Units as contemplatedthe Repurchased Units; and (iii) such Put the Repurchased Units are free and clear of any and all liens other than those arising as a result of or encumbrances, and (iv) there is no adverse claim with respect to such Put Unitsunder the terms of this Agreement.

Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by If the Participant's employment with the Company without Cause, and Subsidiaries terminates due to the Disability or upon the death or Disability of the Management MemberParticipant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such Management Member (or his or her legal representative) termination of employment the Participant shall have the option right, subject to the provisions of Section 5 hereof to sell to the Company and if such option is exercised the Company shall purchasebe required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or any portion Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Terminated Member’s Termination Units designated by Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such Management Member termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in each Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to > Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case other of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than Rollover Units181 days and no later than 271 days after the date of issuance of such Option Shares), which the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 7.09(c5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) owned on of the Termination Date (collectively, Option Shares then held by the “Put Units”) for Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a purchase price per Option Share equal to the Termination Price Fair Market Value of such Option Share (measured as of the Put Unitsdelivery of the notice referred to in Section 4(a)(ii)). (ii) The Terminated Member (If the Participant desires to exercise his or such Terminated Member’s Permitted Transferees) shall notify her option to require the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option to repurchase Options and/or Option Shares pursuant to Section 7.09(b)(i) (the date on which the Company is so notified4(a), the “Put Notice Date”). (iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it Participant shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving send one written notice to the Company stating therein setting forth the quantity intention of Put Units Participant and Permitted Transferees, if applicable, to be purchased up collectively sell all Options and/or Option Shares pursuant to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share Section 4(a) within such ten (10) day periodthe period described above, the Company will give the Class A Members who did so agree (the “Electing Put Members”) which notice of shall specify the number of Put Units not subscribed for. The Electing Put Members Option Shares, or in the case of a sale of Options, the number of Option Shares underlying such Options, to be sold and shall have five (5) days from include the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part signature of the Put Units not purchased by such other Class A Members. (iv) Any notice delivered pursuant to Section 7.09(b)(ii) shall set forth the closing date chosen by such Management Member, which date shall in no event be less than 90 days nor more than 120 days after the Put Notice Date; provided that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof Participant and each Permitted Transferee shall be considered desiring to have held the Termination Units to the same extent as the original transferee). The closing of the purchase by the Company of Put Units pursuant to Section 7.09(b) shall take place at the principal office of the Company on or before the closing date set forth in such notice. At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Units by any Person selling such Termination Units pursuant to this Section 7.09(b) shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Put Units; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Put Units as contemplated; (iii) such Put Units are free and clear of any and all liens or encumbrances, and (iv) there is no adverse claim with respect to such Put Units.sell