Common use of Put Right Clause in Contracts

Put Right. (a) At any time following the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Date.

Put Right. (a) At any time following From and after the date which that is the later of the ninth first anniversary of the Issuance Closing Date or (the date which is “Redemption Date”), Sellers’ Representative shall have the 91st day following right (the repayment in full “SR Put Right”) to require Parent to pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Corporation's 12% Senior Notes due 2006 (Company pursuant to the "Put Trigger Date"Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or all of the Stock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a holder may give Resale Registration, or are eligible for resale under Rule 144 as of such date) held in the Stock Escrow Account and/or the Indemnity Escrow Account, respectively, as specified by the Sellers’ Representative in a written notice (a “Seller Notice”) delivered to Parent (the "Put number of SFX Shares so specified in the Seller Notice", the “Redemption Shares”), an amount equal to Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). Upon delivery of the Seller Notice, (i) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parent, and (ii) Parent shall promptly pay to (or as directed by) the Sellers’ Representative, by wire transfer of immediately available funds to the Corporation account or accounts specified by the Sellers’ Representative in the Seller Notice, the Redemption Price. If the Redemption Price is not paid in accordance with the terms hereof within ten (10) Business Days following Parent’s receipt of its intention to sell allthe Seller Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transaction. (b) Without duplication of the SR Put Right, if either (x) as of the Redemption Date, or (y) following the Redemption Date but not less than all, of its Series B Preferred Stock prior to the Corporation on exercise of the 30th Business Day following SR Put Right pursuant to Section 4.3(a), the date of Stock Consideration has been distributed to the Sellers, then each Seller shall have the right to require Parent to repurchase any or all the SFX Shares (except those SFX Shares that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144) then-held by such notice (the "Put Date") Seller at a cash price per share of Series B Preferred Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock). If such repurchase is not consummated within ten (10) Business Days of Parent’s receipt of a written notice of repurchase delivered by such Seller, then the per share price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such repurchase. (c) For the avoidance of doubt, the rights contemplated by Section 4.3(a) and Section 4.3(b) shall survive with respect to any portion of the Stock Consideration not registered for resale in, or concurrently with, the SFX Qualified IPO, until the earlier to occur of (i) the "Put Price"date upon which such shares are registered in a Resale Registration, or (ii) equal such shares are eligible for resale under Rule 144. Upon the exercise of the rights set forth in Section 4.3(a) or 4.3(b), as the case may be, Parent shall apply all of its assets to make the payments contemplated thereby and to no other corporate purpose, except to the Series B Preferred Liquidation Preference. The holders of extent prohibited by the DGCL. (d) Parent hereby covenants and agrees to (i) use commercially reasonable efforts to include the Stock Consideration (in all cases in this subsection, including the Indemnity Escrow Shares) in the SFX Qualified IPO or concurrent Resale Registration, (ii) include the Stock Consideration in the SFX Qualified IPO (or concurrent Resale Registration) on a pro rata basis with shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into SFX Common Stock that have been transferred as consideration for other acquisitions by Parent, (iii) following the applicable Lock-Up period required by the managing underwriter of the SFX Qualified IPO, use commercially reasonable efforts to file a registration statement with the SEC for the resale registration (“Resale Registration”) of any unregistered shares of Stock Consideration except those eligible for resale under Rule 144, (iv) use commercially reasonable efforts to cause the registration statement filed with respect to the proposed SFX Qualified IPO (or Resale Registration, as applicable) to become effective promptly and to remain effective until the earlier of two years or until all shares of Stock Consideration registered thereunder have been disposed of by Sellers or Sellers’ Representative, as applicable, (iv) furnish, as far in advance as possible but in no event less than five (5) Business Days before filing a registration statement in connection with the SFX Qualified IPO (or Resale Registration, as applicable), a copy of the registration statement and prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the Sellers’ Representative, and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Sellers’ Representative may reasonably propose, and Parent shall not file any such document to which the Sellers’ Representative objects in writing, unless in the reasonable judgment of Parent’s counsel such filing is necessary to comply with applicable Law, (iv) promptly notify in writing the Sellers’ Representative of the receipt by Parent of any comments by or notifications from the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (v) furnish to the Sellers’ Representative such information as the Sellers’ Representative may reasonably request from time to time regarding the Surviving Company or the SFX Qualified IPO, (vi) notify the Sellers’ Representative or Sellers, as applicable, on a timely basis at any time prior when a prospectus relating to the close Stock Consideration or any document related thereto includes an untrue statement of business on a material fact or omits to state a material fact required to be stated therein or necessary to make the last Business Day immediately preceding the later statements therein not misleading in light of the Put Date orcircumstances then existing and, if at the request of the Sellers’ Representative prepare and furnish to each Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such Stock Consideration, such prospectus shall not actually repurchased include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) furnish to each Seller such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Seller may reasonably request in order to facilitate the public sale or other disposition of such Seller’s portion of the Stock Consideration, as applicable. All expenses incurred in connection with the SFX Qualified IPO or Resale Registration (including expenses incurred by Sellers’ Representative in connection with the Corporation on the Put Date, transactions contemplated by this Section 4.3(d)) shall be borne and paid by Parent. On the date on which the Series B Preferred Stock registration statement with respect to the SFX Qualified IPO or Resale Registration is actually repurchased declared effective by the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put NoticeSEC, the Corporation Parent shall provide promptly deliver a written notice to the Sellers’ Representative notifying the Sellers’ Representative that the registration statement with respect to the SFX Qualified IPO or Resale Registration has been declared effective. Parent hereby represents, warrants and covenants that the Sellers shall have registration rights at least as favorable as the registration rights granted to any other holder setting forth of Secondary Shares. (e) If, in connection with the SFX Qualified IPO, the Stock Consideration is required by the managing underwriter to be subject to a restriction on transfer for a specified period of time following the pricing of the SFX Qualified IPO (a “Lock-Up”) then, Parent shall promptly deliver written notice to the Sellers’ Representative with respect to the terms of the Lock-Up (including a copy of any agreement to be entered into in connection with the Lock-Up); provided, however, that Parent shall not agree to any Lock-Up, and shall cause Holder not to agree to any Lock-Up, with respect to the Stock Consideration (and neither the Sellers nor Sellers’ Representative shall be required to enter into any Lock-Up with respect to the Stock Consideration), unless all other holders of Secondary Shares and senior management of Parent shall be subject to a Lock-Up of at least the same duration, and shall participate in the Lock-Up on the same terms, as the Sellers. (f) Following an SFX Qualified IPO, Parent shall use commercially reasonable efforts to comply with the “current public information” requirement of subsection (c) of Rule 144. Parent shall cooperate with the Sellers’ Representative and Sellers, as applicable, in providing information necessary to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of Rule 144. For the purposes of this Section 4.3, the availability of Rule 144 for shares of Stock Consideration shall be as determined by the advice of counsel to the Sellers’ Representative or the Sellers, as applicable. (g) Parent shall not, and shall cause its Affiliates not to, (i) prior to the Put PriceClosing, issue or make any public release or announcement with respect to the Transactions, or otherwise disclose any information relating to the Transactions or include a description of the Transactions or any of the terms of this Agreement in any public filing, in each case, without the prior written consent of the Sellers’ Representative, or (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Priceenter into any agreement, including any procedures applicable credit agreement, or take any action that would, or would reasonably be expected to, impair Parent’s or Buyer’s ability to repurchases comply with its obligations hereunder. (h) Notwithstanding anything contained herein to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock contrary, if, prior to be repurchased shall cease to accumulate as the date upon which all of the Put DateStock Consideration is registered for resale in or concurrently with an SFX Qualified IPO, registered in a Resale Registration, or eligible for resale under Rule 144, Parent enters into an agreement for the acquisition by any third-party purchaser (or group of purchasers), directly or indirectly, of beneficial ownership of more than 50% of the voting power of the voting stock of Parent (including by merger or consolidation) or the sale of substantially all of the assets of Parent to a third-party in one or a series of related transactions, then the exercise of the rights set forth in Section 4.3(a) or 4.3(b) shall automatically accelerate and become exercisable by the Sellers’ Representative and Sellers, as applicable.

Put Right. (a) At any time following during the date which is Initial Put/Call Period, Seller may require FAT Brands to purchase the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") Initial Put/Call Shares at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior Initial Put/Call Price, on the terms and subject to the close conditions of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporationthis Section 3. (b) The At any time during the Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a price equal to the Secondary Put/Call Price, on the terms and subject to the conditions of this Section 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall state (i) be delivered prior to the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt end of the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put Notice, the Corporation Put/Call Closing of the Initial Put Shares shall provide written notice take place on March 31, 2022. Subject to the holder setting forth timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Put PriceInitial Put/Call Shares and the Secondary Put/Call Shares, as applicable, 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 place Initial Put/Call Shares or places where certificates for the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers documents and (iii) that dividends 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. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the shares applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of Series B Preferred Stock 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be repurchased purchased in accordance with this Section 3, then from and after such t▇▇▇ ▇▇▇▇▇▇ shall cease to accumulate no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, 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 the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be paid to Seller immediately upon Seller’s delivery of the requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put DateDefault”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which case FAT Brands’ obligations to Seller under this Section 3 shall not so terminate and shall remain in full force and effect.

Put Right. (a) At any time within the ninety (90) day period immediately following the expiration of each Call Right Period which results from a Triggering Event occurring on December 31 only, the Transferring Member shall have the right, but not the obligation, to require the Company to redeem all of the Shares held by the Transferring Member at one (1) or more closings (the “Put Right”), at a price determined in accordance with Section 11.8(b) below and on a date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day not more than ninety (90) days following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which notice of the Series B Preferred Stock Transferring Member’s exercise of the Put Right is actually repurchased provided to the Company (the “Put Right Notice Date”) unless otherwise mutually agreed upon by the Corporationparties to such redemption in writing (such redemption date, the “Put Right Redemption Date”). (b) The purchase price for Shares being redeemed by the Company pursuant to an exercise of the Put Notice Right by the Transferring Member (the “Put Right Price”) shall state be equal to the product of (i) the Profit/Loss Percentage with respect to the Shares being redeemed as of the Put Date and Right Notice Date, times (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt Put-Call Value. (c) Effective as of the Put NoticeRight Notice Date, automatically and without any action by any Person, all Shares held by the Transferring Member shall become non-voting, the Corporation TriStone Manager shall provide written notice be deemed to have resigned as a Manager, and ▇▇▇▇▇▇ shall be deemed to have resigned as an Officer of the Company. (d) The parties to any redemption of Shares pursuant to this Section 11.8 shall close and settle on the Put Right Redemption Date at the offices of the Company’s legal counsel, unless otherwise mutually agreed upon by the parties to such redemption in writing. The Company shall on the Put Right Redemption Date pay the Put Right Price to the holder setting forth Transferring Member, at the Company’s sole option and in its sole discretion, in the form of (i) a promissory note executed by the Company in favor of the Transferring Member, bearing interest on the unpaid principal balance at an annual rate equal to Prime Rate as of the Put PriceRight Redemption Date plus one percent (1%), providing for five (5) equal annual principal and interest installments and amortization over a term of five (5) years, subject to prepayment in whole or in part at any time or times without penalty, and subject to acceleration upon a Change of Control, (ii) the place or places where certificates for such shares [Class B units] of Series B Preferred Stock are to be surrendered for payment Allegiancy of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate equivalent value as of the Put Right Redemption Date, (iii) cash, or (iv) any combination of the foregoing. The Transferring Member shall on the Put Right Redemption Date deliver the certificates representing the Shares being redeemed to the Company properly endorsed in blank for transfer; provided, however, that if the Transferring Member fails to deliver such certificates on the Put Right Redemption Date, the Transferring Member shall for all purposes be deemed no longer to be a Member, and the Put Right Price that would have been paid shall be deposited in a bank or with an escrow agent for delivery to the Transferring Member upon such Transferring Member’s delivery of the certificates or a lost Shares affidavit in a form acceptable to the Company. (e) Upon the closing of a redemption pursuant to this Section 11.8, the Company and the Remaining Members shall use reasonable efforts and take all steps reasonably necessary or prudent to obtain a release of the Transferring Member from any personal guarantee made by the Transferring Member of any debt, loan, contract, agreement, or obligation of the Company.

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time following between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, each Put Right Shareholder shall have the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell allright, but not less than allthe obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require Holdco Inc. (or, at Holdco Inc.’s election, its Series B Preferred Stock Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to the Corporation on conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the 30th Business Day following Put Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such notice Put Exercise Notice (the "“Put Exercise Date"”), in which case Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a cash Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Put Shares for a purchase price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders fair market value of shares the Put Shares as of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time immediately prior to the close of business on Put Triggering Event, without taking into account the last Business Day immediately preceding the later Put Triggering Event and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date or(as may be adjusted in accordance with Section 2.15(d)(iv), if not actually repurchased by the Corporation “Put Price”), that is determined as between Holdco Inc., on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, the date on Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Right Shareholder’s prior written consent (not to be unreasonably withheld), to assist in determining the Put Price, the costs and expenses of which the Series B Preferred Stock is actually repurchased shall be borne by the CorporationCompany, except as provided in Section 2.15(g). Holdco Inc. and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date, separately submit to the Valuation Arbiter, on a confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with the provisions of this Section 2.15, the price which each of Holdco Inc. and such Put Right Shareholder believes should constitute the Put Price. 18 (ii) If the lower of the two prices submitted by Holdco Inc. and the Put Right Shareholder to the Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the two prices. The Valuation Arbiter shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall also set forth the price proposed by each of Holdco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (biii) The If the lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall undertake an independent determination of the fair market value of the Put Notice Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall state take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) the Put Date a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the number sale and each of outstanding shares whom is dealing on an arms’ length basis, without consideration of Series B Preferred Stock to be redeemed. Promptly following receipt any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put NoticeSale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by Holdco Inc. or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Corporation Company, Holdco Inc. and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the holder setting forth Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (iif) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the place Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and Holdco Inc. shall no longer be obligated to purchase, or places where certificates arrange for the purchase of, the Put Shares or pay any Daily Ticking Fee to such shares of Series B Preferred Stock are Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be surrendered responsible for the payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as one-half of the costs and expenses of the Valuation Arbiter related to any Put DateExercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 2.15(h).

Put Right. (a) At On any time following date (a "Put Date") prior to two years from the date hereof (i) on which the Resale Registration Statement is not effective under the later of Securities Act or (ii) during a period after the ninth anniversary of Investor has received a No-Sell Notice and prior to the Issuance Date or Investor receiving a subsequent Sell Notice, the date which is Investor shall have the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 right and option (the "Put Trigger Date"), a holder may give written notice (the "Put NoticeRight") to require the Corporation of its intention Company to sell purchase from the Investor all, but not less than all, of its Series B Preferred Stock to the Corporation on Shares and Underlying Shares then held by the 30th Business Day following the date of such notice (the "Put Date") at Investor for a cash purchase price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders product of shares (i) the number of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to Shares and Underlying Shares owned by the close of business Investor and (ii) the Current Market Price (as hereinafter defined) on the last Business Day immediately preceding the later of the such Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporationper share of Common Stock. (b) The Investor shall exercise the Put Right by giving notice (a "Put Notice") on any Put Date. Each Put Notice shall state be accompanied by the certificates for the Shares and Underlying Shares owned by the Investor, properly endorsed or accompanied by stock powers properly endorsed for transfer. Within five days after receipt of a Put Notice and such stock certificates in proper form, the Company shall pay the Put Price by delivering to the Investor, at the option of the Company, (i) a certified or bank check or wire transfer in accordance with instructions received from the Put Date and Investor (ii"Cash") in the number amount of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are Millennium Cell Inc. (which shares do not have the status of "restricted securities" under the Securities Act), properly endorsed or accompanied by stock powers properly endorsed for transfer ("Millennium Cell Shares"), with a Current Market Price on the day of such delivery equal to be surrendered for the Put Price, or (iii) a combination of Cash and Millennium Cell Shares, such that the sum of the amount of Cash delivered and the Current Market Price on the day of delivery of the Millennium Cell Shares delivered equals the Put Price. Upon payment of the Put Price, including any procedures applicable to repurchases the Shares and Underlying Shares so repurchased by the Company shall no longer be deemed to be accomplished through book entry transfers outstanding, all rights of the Investor as a holder of such shares shall cease, and the Company shall thereupon cancel the certificates representing such Shares and Underlying Shares. (iiic) that dividends The Current Market Price of a security on any date shall be the closing price of such security on such date. The closing price of a security on any date shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the shares principal national securities exchange (including, for purposes hereof, the Nasdaq National Market) on which such security is listed or admitted to trading or, if such security is not listed or admitted to trading on any national securities exchange, the highest reported bid price for such security as furnished by the National Association of Series B Preferred Stock to be repurchased shall cease to accumulate Securities Dealers, Inc. through Nasdaq or by a similar organization if Nasdaq is no longer reporting such information, in each case as of the Put Date4:00 P.M. (New York time) "benchmark" close of trading on such date. If on any such date the security is not listed or admitted to trading on any United States national securities exchange and is not quoted by Nasdaq or any similar organization, the fair value of such security on such date, as determined reasonably and in good faith by the Board, shall be used.

Put Right. (a) At any time following Each GCFC Shareholder shall have the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 right (the "Put Trigger DateRight")) to sell to the Company, a holder may give written notice in one or more transactions, all or any of his or her Merger Common Stock (the "Put Option Securities") then owned by said shareholder, and the Company shall be obligated to purchase (the "Put Obligation") from the GCFC Shareholder all of such Put Option Securities offered by the GCFC Shareholder. In order to exercise the Put Right, the GCFC Shareholder shall notify the Company in writing delivered to the Company at the address set forth in Section 4.6 (a "Put Notice") of his or her exercise thereof at any time at which the Put Right may be exercised hereunder; provided, however, that a Put Right may not be exercised after _______________, 2009. The price per share to be paid by the Company for Put Option Securities pursuant to this Article II shall equal the Put Price in effect on the date of the Put Notice. Once delivered, a Put Notice shall be irrevocable as to the Corporation Put Option Securities covered thereby. After the exercise of its intention to sell the Put Right by the GCFC Shareholder, the Company shall purchase all, but not less than all, of its Series B Preferred Stock the Put Option Securities offered by the GCFC Shareholder by paying the aggregate Put Price of such Put Option Securities to the Corporation on GCFC Shareholder in cash within 30 days after the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later Company's receipt of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the CorporationNotice. (b) The closing of the purchase and sale of any Put Option Securities shall take place on such date within the 30-day period specified in Section 2.1(a), and at such place, as the Company and the GCFC Shareholder shall agree. At such closing, the GCFC Shareholder shall Transfer full right, title and interest in and to all Put Option Securities covered by the Put Notice to the Company, free and clear of all Liens, and shall state (i) deliver to the Company a certificate or certificates representing such Put Date Option Securities, in each case duly endorsed for transfer or accompanied by appropriate transfer powers duly endorsed for transfer. At such closing, the Company shall pay to the GCFC Shareholder, by wire transfer of immediately available funds an amount equal to the aggregate Put Price of such Put Option Securities and (ii) deliver a new stock certificate representing the number of outstanding shares of Series B Preferred Merger Common Stock shares, if any, with respect to be redeemed. Promptly following receipt of which the Put NoticeRight shall not then have been exercised. (c) Except as provided in Section 2.1(d), in the event that the Company shall not fully satisfy its obligation to pay the aggregate Put Price of any Put Option Securities in accordance with the terms of paragraphs (a) and (b) above, such unsatisfied Put Obligation shall thereafter accrue interest at the Prime Rate until the date that such Put Obligation and any accrued interest thereon have been satisfied in full. All amounts paid by the Company with respect to any outstanding Put Obligation shall be applied first to any accrued but unpaid interest thereon. (d) Whenever a GCFC Shareholder has exercised his or her Put Right under Section 2.1(a), any closing time period specified in Section 2.1(b) shall be tolled until any necessary governmental approval is received or regulatory requirement satisfied, including without limitation approvals or requirements under the Securities Act of 1933, as amended, Securities Exchange Act of 1934, as amended, the Bank Holding Company Act of 1956, as amended, or the Michigan Business Corporation Act, as amended, provided that such tolling period shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Datenot exceed 30 days.

Put Right. Seller has decided not to exercise the Put Right in the First Put Window and, subject to its receipt of the Purchase Price hereunder, hereby waives its right to do so (it being understood that such waiver is limited to the First Put Window and shall not in any way limit or modify Seller’s right to exercise the Put Right in the Second Put Window with respect to the collective Interests held by the NSM Members at such time). The parties hereby agree that: (a) At any time following upon the transfer of the Transferred Interest to Buyer, for purposes of calculating the Put Price in accordance with Section 8.1(b) of the LLC Agreement, the sum of all cash contributions made by Seller with respect to Seller’s Remaining Interest through the date which hereof is equal to [***]; (b) through the later date hereof, the amount accrued pursuant to Section 8.1(b)(ii) of the ninth anniversary LLC Agreement on the contributions set forth in clause (a) above is [***]; (c) through the date hereof, no distributions have been made or deemed made to the NSM Members by the Company; (d) therefore, the NSM Return on Seller’s Remaining Interest would be [***] if the Put Price in respect of Seller’s Remaining Interest was paid to Seller on the date hereof; and (e) such amount shall continue to accrue with respect to Seller’s Remaining Interest as set forth in Section 8.1(b) of the Issuance Date or LLC Agreement until the date which Put Price is actually paid (if the 91st day following Put Right is exercised in the repayment Second Put Window in full accordance with Section 8.1(a) of the Corporation's 12% Senior Notes due 2006 LLC Agreement). For the sake of clarity, if the Put Right is exercised pursuant to Section 8.1(a) of the LLC Agreement during the Second Put Window, the amount referred to in clause (e) of this Section 10 shall accrue as follows: (i) solely for the "Put Trigger Date"), a holder may give written notice (purposes of calculating that portion of the "Put Notice") to NSM Return generated during the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation period commencing on the 30th Business Day following first day after the end of the First Put Window and until the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later exercise of the Put Date orRight, if not actually repurchased by at [***] per annum, compounded annually, and (ii) solely for the Corporation purposes of calculating that portion of the NSM Return generated during the period commencing on the Put Date, the date on which the Series B Preferred Stock Put Right is exercised and to the date the Put Price is actually repurchased by paid, at the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends weighted average per annum return on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate NSM Capital as calculated as of the date the Put DateRight is exercised, compounded annually.

Put Right. (a) At Subject to the conditions set forth in paragraph (b), at any time following in the date which is period between the later of Closing Date and the ninth third anniversary of the Issuance Closing Date or (the date which is "Exercise Period"), the 91st day following Purchaser shall have the repayment in full of the Corporation's 12% Senior Notes due 2006 right (the "Put Trigger Date"), a holder may give written notice (the "Put NoticeRight") on one occasion, in its sole discretion, to require the Corporation of its intention Seller, or a Person designated by the Seller, to sell purchase from the Purchaser all, but not less than all, of its Series B Preferred Stock to all of the Corporation on Purchaser's right, title and interest in the 30th Business Day following the date shares of such notice capital stock of Tuscarora Energy Corp. ("TEC"), currently owned by GEI (the "Put DateTEC Shares") ), at a cash price per share of Series B Preferred Stock $18,900,000 (the "Put Price"), as adjusted in accordance with the next succeeding sentence. The Put Price shall be (i) equal reduced by the sum of (A) the amount of all cash distributions of any type received by TEC from Lockport from the Closing Date to the Series B Preferred Liquidation Preference. The holders Put Closing Date (as defined below), plus (B) the fair market value of shares all non-cash distributions of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior type received by TEC from Lockport from the Closing Date to the close Put Closing Date, plus (C) the amount of business on all payments from the last Business Day immediately preceding Seller to any Indemnified Person (as defined in Section 5.3) pursuant to Section 5.1 from the later Closing Date to the Put Closing Date, to the extent such payments under this subclause (C) arise from, are by reason of, or are in connection with, breaches of representations and warranties or covenants of the Put Date or, if not actually repurchased Seller herein relating to Lockport or TEC and (ii) increased by the Corporation on amount of any capital contribution made to Lockport by TEC from the Closing Date to the Put Closing Date, provided that the date on which aggregate increases in the Series B Preferred Stock is actually repurchased Put Price due to capital contributions shall not be greater than the aggregate distributions previously received after the Closing Date by TEC from Lockport. Notwithstanding the Corporationforegoing, in no event shall the Put Price be greater than $18,900,000. (b) The It shall be a condition precedent to the Purchaser's right to exercise the Put Notice Right that on the date of exercise of the Put Right and on the Put Closing Date (as defined in paragraph (c)), TEC owns all of the assets it owns as of the Closing Date. (c) If the Purchaser wishes to exercise the Put Right, it shall state give the Seller written notice thereof within the Exercise Period (the "Exercise Notice") together with a certificate of its Chief Financial Officer, in form and substance reasonably satisfactory to the Seller, (i) certifying the amounts, if any, either (x) received on or before the date of such notice by TEC or any Indemnified Person as described in subclauses (i)(A), (B) and (C) in paragraph (a) or (y) contributed by TEC to Lockport as described in clause (ii) in paragraph (a), and (ii) stating that the conditions set forth in paragraph (b) have been satisfied as of the date of such certificate (the "Exercise Notice Certificate"). The purchase and sale of the TEC Shares shall be consummated within 20 business days following the receipt by Seller of the Exercise Notice (the "Put Closing Date"). (d) In order to confirm the information set forth in the Exercise Notice Certificate, between the date of the receipt of the Exercise Notice by Seller and the Put Closing Date, the Purchaser shall, and shall cause TEC and, to the extent within Purchaser's control, Lockport, to permit the Seller and its agents and representatives to have access to the Purchaser, TEC and Lockport, and each of their respective officers, auditors, books and records, upon reasonable notice and during normal business hours. All information so furnished to the Seller shall be held in strict confidence by the Seller. (e) On the Put Closing Date, the Purchaser shall (i) provide a certificate of the Chief Financial Official, in form and substance reasonably satisfactory to the Seller, stating that the information set forth in the Exercise Notice Certificate is true and correct as if provided on and as of the Put Closing Date and (ii) convey to the number Seller ownership of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt all of the Put NoticeTEC shares, free and clear of all Claims (other than Claims which exist at the time of the Closing). Contemporaneously with such provision and conveyance, the Corporation Seller shall provide written notice deliver the adjusted Put Price by wire transfer of immediately available funds to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put DatePurchaser.

Put Right. (a) At any time following Subject to the date which is terms and conditions of this Agreement, Company shall have the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 right (the "“Put Trigger Date"), a holder may give written notice (the "Put Notice"Right”) to the Corporation of its intention require Buyer to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state purchase (i) a 100% ownership interest (the Put Date “T1 Interest”) in a newly formed limited liability company (“Target One”) wholly owned by Price Legacy Corporation (“Price Legacy”) from Price Legacy, and (ii) a 100% ownership interest (the “T2 Interest”) in a newly formed limited liability company (“Target Two”) wholly owned by Excel Legacy Holdings, Inc. (“TRS”), a wholly owned subsidiary of Price Legacy, from TRS, in each case immediately following the closing of the merger of a subsidiary of Company with and into Price Legacy (the “Merger”). Company may only exercise the Put Right with respect to both the T1 Interest and the T2 Interest, and not with respect to the T1 Interest or the T2 Interest alone. Company may exercise the Put Right by delivering a written notice of exercise to Buyer no earlier than September 12, 2004 and no later than September 30, 2004. The closing of the put transaction (the “Closing”) shall occur, if at all, immediately following the closing of the Merger (it being understood that the closing of the Merger and the Closing, if it occurs, shall occur at one concurrent closing). “Buyer” for purposes of this Agreement shall mean Price Group LLC or any other person(s) designated by Price Group LLC, so long as (i) Price Group LLC guarantees the obligations of such designee(s) under this agreement pursuant to a guaranty agreement reasonably satisfactory to the parties, and (ii) such designee becoming a party to or consummating this Agreement does not (a) violate any laws applicable to Company or Price Legacy, or (b) cause any adverse tax consequences to Company or Price Legacy. At the Closing, Company shall cause (i) Price Legacy to deliver to Buyer a duly executed and enforceable assignment and assumption of the T1 Interest (the “T1 Assignment”) and (ii) TRS to deliver to Buyer a duly executed and enforceable assignment and assumption of the T2 Interest (the “T2 Assignment”), and Buyer shall, in exchange, deliver (x) to Price Legacy an amount of cash (the “T1 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration (as such term is defined in the Merger Agreement)) (such shares, the “T1 Share Component”) equal to $ , and (y) to TRS an amount of cash (the “T2 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration) (such shares, the “T2 Share Component”) equal to $ [the total of such amounts being equal to the number of outstanding shares of Series B Preferred Stock Price Legacy common stock immediately prior to the effective time of the Merger, including the T1 Share Component and the T2 Share Component, if any, x $4.00 per share; such amounts shall be filled in upon signing, to be redeemedadjusted for any change in the number of outstanding shares at Closing], as adjusted to reflect the proration adjustment provided for in Section 4 (the purchase price for the T1 Interest, as so adjusted, being referred to as the “T1 Purchase Price” and the purchase price for the T2 Interest, as so adjusted, being referred to as the “T2 Purchase Price”). Promptly following receipt In lieu of the Put Noticedelivery at the Closing by Buyer to Price Legacy of the T1 Purchase Price and the delivery at the Closing by Buyer to TRS of the T2 Purchase Price, Company may instead instruct Buyer in writing (at least four days in advance of the Corporation Closing) to, and upon such instruction Buyer shall, deliver to the Exchange Agent (as such term is defined in the Merger Agreement) the T1 Cash Component and T2 Cash Component, if any, and deliver to Price Legacy and TRS the T1 Share Component and T2 Share Component, respectively, if any, with each such delivery taking place immediately before the closing of the Merger, to be held in escrow by each of the Exchange Agent and Price Legacy and TRS, as applicable, pending the Closing and the delivery of the T1 Assignment and T2 Assignment to Buyer. At least five days in advance of the Closing, Buyer shall notify Company as to the number of shares of Price Legacy common stock, if any, it intends to deliver as part of the T1 Purchase Price and T2 Purchase Price at the Closing, and Company shall provide written notice to Buyer in writing its wire transfer instructions for the holder setting forth (i) the Put Pricecash portion, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment if any, of the Put T1 Purchase Price and T2 Purchase Price, including any procedures applicable to repurchases to . This Agreement shall be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate deemed automatically amended as of the Put DateClosing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by the aggregate amount of the product of $4.00 times the number of additional shares of Price Legacy Common Stock issued between the date hereof and the Closing, if any.

Put Right. (a) At any time following Beginning on the date which that is 18 months after the later of the ninth anniversary of the Issuance Closing Date or and ending on the date which that is 19 months after the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 Closing Date (the "“Put Trigger Date"Exercise Period”), Purchaser shall have a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell allone-time right, but not less than allan obligation, of its Series B Preferred Stock to elect to sell to the Corporation Company on any Trading Day during the 30th Business Day following the date of such notice Put Exercise Period (the "“Put Exercise Date"”), and if such right is exercised, the Company shall have the obligation to purchase from Purchaser, up to 4,788,125 Shares (the “Maximum Put Shares”) at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders Original Issuance Price (the “Put Right”) (for an aggregate put purchase price of shares of Series B Preferred Stock shall be permitted up to convert their Series B Preferred Stock into Common Stock at any time prior US$99,999,990.63 (the “Aggregate Put Price”)) pursuant to the close of business on the last Business Day immediately preceding the later of terms and conditions set forth in this Section 1.4. On the Put Date orExercise Date, if not actually repurchased by Purchaser must provide written notice to the Corporation on Company (the “Put Notice”) of its election to exercise the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state (i) the Put Date Right and (ii) the number of outstanding shares of Series B Preferred Stock Shares (up to the Maximum Put Shares) that Purchaser is electing to be redeemedsubject to the Put Right (the “Put Shares”). Promptly following Upon receipt of the Put Notice, the Corporation Company shall provide have up to 30 days from the receipt of the Put Notice (or if such 30th day is not a Trading Day, the next Trading Day thereafter) (the “Put Closing Date”) to purchase and pay for the Put Shares (the “Put Closing”). The Company may, at its sole discretion, by providing at least three Trading Days prior written notice to Purchaser, elect that the holder setting forth Put Closing Date will be earlier than such 30th day after receipt of the Put Notice. On the Put Closing Date, (i) Purchaser shall sell to the Company the Put PriceShares, free and clear of any liens and encumbrances, shall provide such documentation as is reasonably required by the Company, including, without limitation, the representations and warranties set forth on Schedule 1.4 hereto, and deliver to the Company the Stock Certificate representing the Put Shares, (ii) the place or places where certificates for such shares Company shall pay the Aggregate Put Price to Purchaser by wire transfer of Series B Preferred Stock are immediately available funds denominated in U.S. dollars to be surrendered for payment the account of Purchaser previously designated in writing to the Put PriceCompany, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on if applicable, the shares Company shall deliver to the Company’s transfer agent any required documentation and instructions to issue a Stock Certificate representing the balance of Series B Preferred Stock the Shares owned by Purchaser after giving effect to be repurchased shall cease to accumulate as the purchase of the Put DateShares, which Stock Certificate shall include, to the extent applicable, the legends required pursuant to Section 2.10 hereof.

Put Right. (ai) At Upon any time following Terminated Employee Shareholder’s termination as a result of death or Disability, such Terminated Employee Shareholder (or his or her executor, trustee or representative in the date which is case of death or Disability) shall have the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 option to sell (the "“Put Trigger Date")Right”) and if such option is exercised the Company shall purchase, a holder may give written notice (the "Put Notice") to the Corporation all or any portion of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation such Terminated Employee Shareholder’s Termination Securities owned on the 30th Business Day following Termination Date (collectively, the date of such notice (the "“Put Date"Securities”) at for a cash purchase price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later Termination Price of the Put Date orSecurities. (ii) The Terminated Employee Shareholder (or such Terminated Employee Shareholder’s Permitted Transferees) shall notify the Company in writing, if not actually repurchased by within 60 days of the Corporation on the Put Termination Date, whether such Terminated Employee Shareholder (or such Permitted Transferee) will exercise its option pursuant to Section 4.03(b)(i) (the date on which the Series B Preferred Stock Company is actually repurchased by so notified, the Corporation“Put Notice Date”). (biii) The Any notice delivered pursuant to Section 4.03(b)(ii) shall set forth the date chosen by such Employee Shareholder for the closing of the purchase by the Company of Put Securities pursuant to this Section 4.03(b), which date shall in no event be less than 60 days or more than 120 days after the Put Notice Date. Such closing of the purchase by the Company of Put Securities shall state take place at the principal office of the Company. At such closing, (iA) the Company shall pay the Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Put Date Securities, the aggregate Termination Price by wire transfer of immediately available federal funds and (iiB) the number of outstanding shares of Series B Preferred Stock Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Put Securities to be redeemedpurchased by the Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. Promptly following receipt The delivery of a certificate or certificates for the Put NoticeSecurities by any Person selling such Put Securities pursuant to this Section 4.03(b) shall be deemed a representation and warranty by such Person that: (1) such Person has full right, the Corporation shall provide written notice title and interest in and to the holder setting forth such Put Securities; (i2) the such Person has all necessary power and authority and has taken all necessary action to sell such Put PriceSecurities as contemplated; (3) such Put Securities are free and clear of any and all liens or encumbrances, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii4) that dividends on the shares of Series B Preferred Stock there is no adverse claim with respect to be repurchased shall cease to accumulate as of the such Put DateSecurities.

Put Right. (ai) At any time and from time to time on or after November 1, 2007 (so long as it is not prohibited by, or would not otherwise result in a default under, the Amended Credit Agreement (as such term is defined in Section 2.12 of the Stock Purchase Agreement)) but not after the consummation of a Public Offering or a Sale of the Company, upon the affirmative vote or written consent of the holders of a majority of the Preferred Securities then outstanding, the Company shall be required to repurchase all (but not less than all) of the outstanding Preferred Securities at the Repurchase Price (as defined below). Within 5 days following the date which is affirmative vote or written consent referenced above, the later holders of a majority of the ninth anniversary Preferred Stock then outstanding shall give written notice to the Company of the Issuance Date or the date which is the 91st day following the repayment in full exercise of this right (an “Exercise Notice”) and promptly after receipt of the Corporation's 12% Senior Notes due 2006 Exercise Notice, the Company shall send written notice thereof to all other Shareholders holding Preferred Stock. (ii) Within thirty (30) days after receipt of any Exercise Notice, the "Put Trigger Date"), a holder may Company shall give written notice (the "Put “Repurchase Notice"”) to the Corporation holders of its intention Preferred Securities, setting forth a reasonable approximation of the Fair Market Value of the Company at the time of such Repurchase Notice. Each holder of Preferred Securities shall be required to sell all, but not less than all, of its Series B Preferred Stock to the Corporation join in such repurchase on the 30th Business Day following same terms and conditions as set forth in the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the CorporationExercise Notice. (biii) The Put Notice shall state Promptly (ibut in any event within five (5) business days after the Put Date end of this 30-day period), the Company and (ii) the number holders of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt a majority of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock Securities to be repurchased shall cease determine the Repurchase Price as provided in Section 4(c) below, and (subject to accumulate the provisions hereof) within ten (10) days after the determination of the Repurchase Price, the Company shall purchase and the holders of Preferred Securities shall sell all outstanding Preferred Securities at a mutually agreeable time and place; provided that the Company may, at its option, require that such purchase and sale of Preferred Securities occur effective as of the Put Datefirst day of the next succeeding month. (iv) Subject to applicable law, in the event the Company does not have adequate funds available to fully repurchase all of the Preferred Securities pursuant to this Section 4 at the time scheduled for the closing of such purchase, the Company shall repurchase from each holder of Preferred Securities to be repurchased, their pro rata share of all Preferred Securities to be repurchased. The Company shall then use its best efforts (but subject to the fiduciary duties of the Board and applicable law) to obtain adequate funds to satisfy the remainder of its repurchase obligation under this Section 4.

Put Right. (a) At any time following the date which If a Registration Statement is the later not declared effective with respect to all of the ninth anniversary Registrable Securities included in the Registration Rights Notice by the expiration of the Issuance Date or Registration Period for any reason (including due to the date which is failure to file the 91st day following Registration Statement with the repayment Securities and Exchange Commission), each participating Holder (as defined in full of the Corporation's 12% Senior Notes due 2006 Registration Rights Agreement) shall have the irrevocable right (the "“Put Trigger Date"Right”), a holder may give exercisable by written notice (the "“Put Notice"”) to the Corporation Exchangor (except as otherwise provided in the last sentence of its intention this Section 6.1.2(a)), to sell allrequire the Exchangor to promptly purchase all or, but not if designated in the Put Notice, a specified portion of the Registrable Securities included in the Registration Rights Notice (which includes, in the event that a Registration Statement is declared effective with respect to less than allall of the Registrable Securities included in the Registration Rights Notice, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date portion of such notice (Registrable Securities not covered by the "Put Date"Registration Statement) from such Holder or Holders at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation PreferenceWeighted Average Price of such Registrable Securities as of the Exchange Closing Date pursuant to which such Holder or Holders received such Registrable Securities; provided that, on or prior to such date, the applicable Holder or Holders shall have given notice to the Exchangor of such Holder’s or Holders’ intention to exercise its registration rights with respect to such Registrable Securities, and provided further that the Put Right may only be exercised once by each Holder with respect to any proposed Registration Statement. The holders of shares of Series B Preferred Stock Notwithstanding anything to the contrary in this Agreement, if the Holder(s) have for any reason failed to deliver a Put Notice with respect to a Put Right within 10 Business Days after the applicable Registration Rights Period, such Put Right shall be permitted deemed exercised by the Holder(s) with respect to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later all of the Registrable Securities to which such Put Date orRight applies, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporationand Exchangor shall promptly purchase all such Registrable Securities in accordance with this Section 6.1.2(a). (b) The Put Notice shall state (i) Payments made by the Put Date and (ii) Exchangor in connection with the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt exercise of the Put NoticeRight shall be made in immediately available funds in U.S. Dollars to an account designated by the applicable Holder in writing to Exchangor and shall be made without any deduction, withholding or set-off, provided that, if the Corporation applicable Holder so designates a non-U.S. account, then such Holder shall provide written notice be solely responsible for (x) all Taxes and banking fees and charges of Exchangor in connection therewith to the holder setting forth extent such Taxes or banking fees and charges would not have been imposed on Exchangor if a U.S. bank account had been designated and (iy) in the Put Pricecase of any Taxes, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment banking fees and charges that would have been imposed on Exchangor if a U.S. bank account had been designated, any increase thereof as a result of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares designation of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Datea non-U.S. account.

Put Right. (a) At any time following Subject to Section 3.5(d), if the date which is the later Second Closing does not occur by March 30, 2018, from and after such date, each of the ninth anniversary Sellers shall have the right to elect to sell to Buyer, and Buyer shall buy, all, but not less than all, of the Issuance Date or Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the date which is Pledge Agreements) held by such Seller at a price equal to what the 91st day following Second Closing Purchase Price would have been, had the repayment Second Closing occurred on March 30, 2018, plus an amount equal to the sum of (x) the Unpaid Distributions with respect to such Seller and (y) the excess of (A) the Second Closing Adjustment Amount (determined by substituting “Put Right Closing Date” for “Second Closing Date” in full the definition of Second Closing Adjustment Amount in Section 3.2(c)) over (B) the amount of distributions made under Section 4.2 of the Corporation's 12% Senior Notes due 2006 NewCo Limited Liability Company Agreement to such Seller in respect of allocations or anticipated allocations in Tax periods beginning on or after January 1, 2018 which were not applied to reduce the amount of any distribution provided for in Section 4.1(a) or 4.1(b) of the Newco Limited Liability Company Agreement. (the "Put Trigger Date"b) Subject to Section 3.5(d), a holder may give written notice (the "Put Notice") to the Corporation of its intention if either Seller desires to sell all, but not less than all, of its Series B Preferred Stock such Seller’s Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the Corporation on Pledge Agreements) pursuant to this Section 3.5, such Seller shall deliver to Buyer a written notice (the 30th Business Day “Sale Notice”) specifying the number of Second Closing Membership Interests to be sold (the “Offered Seller Units”) by such Seller. By delivering the Sale Notice, such Seller represents and warrants to Buyer that (x) such Seller has full right, title and interest in and to such Offered Seller Units, (y) such Seller has all the necessary power and authority and has taken all necessary action to sell such Offered Seller Units as contemplated by this Section 3.5, and (z) such Offered Seller Units are free and clear of any and all Liens. The closing of any sale of Offered Seller Units pursuant to this Section 3.5 shall take place no later than 45 days following receipt by Buyer of the Sale Notice. Buyer shall give such Seller at least ten days’ written notice of the date of such notice closing (the "“Put Right Closing Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation”). (bc) The Put Notice Buyer shall state pay the purchase price for the Second Closing Membership Interests (iless any Secured Interests finally foreclosed upon by Parent pursuant to the Pledge Agreements), as set forth in Section 3.2 and Section 3.5(a). At the closing of any sale and purchase pursuant to this Section 3.5, the offering Seller shall deliver to Buyer a certificate or certificates (if any) representing the Put Date and Offered Seller Units, accompanied by evidence of transfer. (iid) Notwithstanding the number foregoing, if the failure of outstanding shares the Second Closing to occur by March 30, 2018 is due solely as a result of Series B Preferred Stock the failure of the conditions in Section 9.2(a)(i)(A) and/or (B) to be redeemed. Promptly following receipt of satisfied, then neither Seller shall have the Put Noticeright to deliver a Sale Notice pursuant to this Section 3.5 unless and until such conditions have been satisfied. (e) Notwithstanding anything to the contrary contained herein, the Corporation parties acknowledge and agree that if Sellers exercise their rights pursuant to this Section 3.5, such exercise shall provide written notice have no effect on Buyer’s or Parent’s right to the holder setting forth (i) the Put Price, (ii) the place seek indemnification or places where certificates for such shares make any claim arising out of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Datethis Agreement.

Put Right. (a1) At any time following The Vendors shall have the date which is right to require the later of Investor to purchase from the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, Vendors all but not less than all, of its Series B Preferred Stock to all the Corporation on the 30th Business Day following the date of such notice Call Option Shares (the "“Put Date"Right”) at then owned by the Vendors, on a cash price per share of Series B Preferred Stock proportional basis as set out in Schedule 2.2. (the "2) The Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock Right shall be permitted to convert their Series B Preferred Stock into Common Stock exercisable by the Vendors: (a) at any time prior to after the close of business on six (6) month and before the last Business Day immediately preceding the later twelve (12) month anniversary of the Put Date or, if not actually repurchased by the Corporation on the Put Initial Closing Date, provided that the date on which the Series B Preferred Stock is actually repurchased Registration Approval has been received by the Corporation.; or (b) The at any time after the twelve (12) month anniversary and before the thirteen (13) month anniversary of the Initial Closing Date, irrespective of whether Registration Approval was received by the Corporation, by delivering a Put Notice shall state (i) Right exercise notice to the Investor, in accordance with Section 12.1, specifying that the Vendors wish to exercise the Put Date Right and require the Investor to purchase all of the Call Option Shares from the Vendors on a proportional basis as set out in Schedule 2.2. (ii3) During the term of the Tag-Along Investment Agreement, the Put Right may not be exercised unless the Tag-Along Put Right is exercised concurrently by the Tag-Along Vendors. The exercise of the Put Right shall be subject to approval by one or more Vendors and Tag-Along Vendors (the “Vendor Majority”) holding in aggregate, at the time of reference, at least a majority of the votes attached to the Call Option Shares and Tag-Along Call Option Shares then issued and outstanding and which have not been purchased by the Investor. For greater certainty, if the exercise of the Put Right and the Tag-Along Put Right is approved by a Vendor Majority, both the Put Right and the Tag-Along Put Right will be exercised, and such exercise shall be binding on all of the Vendors under this Agreement, and the Tag-Along Vendors under the Tag-Along Agreement. (4) Upon receipt of a Put Right exercise notice, the Investor shall be obligated to purchase from the Vendors and the Vendors shall be obligated to sell, assign and transfer to the Investor all of the Call Option Shares then owned by them, at the Put Share Price per Call Option Share in accordance with this Article 3. (5) The number of Call Option Shares to be sold by the Vendors to the Investor under this Section 3.2 shall be decreased, to the extent required, on a proportionate basis, based on the percentage that the number of outstanding shares Coinsquare Shares owned by such Vendor represent of Series B Preferred Stock the total number of Coinsquare Shares owned by the Vendors and the Tag-Along Vendors, adjusting for the number of Tag-Along Option Shares to be redeemed. Promptly following receipt sold by the Tag-Along Vendors to the Investor under the Tag-Along Investment Agreement on exercise of the Tag-Along Put NoticeRight, such that the aggregate number of Coinsquare Shares purchased by the Investor under the Put Right and the Tag-Along Put Right shall in no event be greater than the total number of Call Option Shares which are subject to the Put Right. For greater certainty, it is acknowledged and agreed that the Investor shall have no obligation to purchase from the Vendors in respect of the exercise of a Put Right and the Tag-Along Vendors in respect of the exercise of the Tag-Along Put Right, in the aggregate, more than the number of Coinsquare Shares equal to the number of Call Option Shares. (6) In this Agreement, the Corporation “Put Share Price” shall provide written notice be equal to, subject to Section 3.4, $7.75 per Call Option Share. (7) The Put Right shall expire upon the earlier of: (a) the date upon which the Investor has acquired from the Vendors and the Tag-Along Vendors pursuant to the holder setting forth due exercise of the Call Option and the Tag-Along Call Option, respectively, in the aggregate, the number of Coinsquare Shares equal to the number of Call Option Shares as set out in Section 3.1(1); and (ib) the Put Price, (ii) date that is 13 months after the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Initial Closing Date.

Put Right. Beginning on January 1, 2016, Typenex shall have the right to put the Shares back to Company and Company shall be obligated to purchase the Shares (the “Put Right”) at the following prices: (a) At if any Shares are put to Company from January 1, 2016 to April 30, 2016 (“Period 1”) Company must purchase such Shares at $0.01 per share; (b) if any Shares are put to Company from May 1, 2016 to August 31, 2016 (“Period 2”) Company must purchase such Shares at $0.02 per share; and (c) if any Shares are put to Company between September 1, 2016 and December 31, 2016 (“Period 3”) Company must purchase such Shares at $0.03 per share. Typenex shall have the right to put up to 666,667 Shares per month to Company (the “Monthly Put Amount”); provided, however, that if the number of Shares put to Company in a given month is less than the Monthly Put Amount (such difference between the Monthly Put Amount and the number of Shares actually put to Company in a given month, the “Rollover Shares”) then Typenex shall have the right to put such Rollover Shares to Company at any time following in the same or immediately succeeding period. For the avoidance of doubt, Rollover Shares from Period 1 may be rolled over to Period 2 and Rollover Shares from Period 2 may be rolled over into Period 3, but Rollover Shares from Period 1 may not be rolled over to Period 3. In addition to the Monthly Put Amount, Typenex shall also have the right to put up to 666,667 Rollover Shares per month to Company. Typenex shall exercise the Put Right by delivering written notice of such exercise (a “Put Notice”) to Company in the manner prescribed herein, which Put Notice must state the number of Shares and the number of Rollover Shares for which the Put Right is being exercised and the purchase price payable to Typenex pursuant to such exercise. For purposes of this Agreement, the Put Right will be deemed to be exercised on the date which is Typenex delivers a Put Notice to Company. Company must then deliver the later applicable purchase price to Typenex by wire transfer of immediately available funds within five (5) Trading Days of the ninth anniversary date Typenex delivers a Put Notice to Company. Notwithstanding the foregoing, at such time that Typenex’s Net Sales (as defined below) of Shares is equal to or greater than $200,000.00, Typenex’s Put Right shall automatically terminate and Typenex shall have no further rights to put Shares or Rollover Shares to Company pursuant to this Section 3. For the Issuance Date or avoidance of doubt, Rollover Shares shall be purchased by Company at the date which is put price per share for the 91st day following period that such Rollover Shares are rolled into and not the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash put price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preferenceperiod that such Rollover Shares are rolled from. The holders By way of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date orexample only, if not actually repurchased by the Corporation on the Put DateMay 15, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The 2016, Typenex sent Company a Put Notice shall state electing to put 666,667 Rollover Shares from Period 1 to Company, Company would be obligated to purchase such Rollover Shares from Typenex at the Period 2 price of $0.02 per share and the total purchase price payable to Typenex with respect to such Rollover Shares would be $13,333.34 (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Date666,667 Rollover Shares x $0.02).

Put Right. In the event that the (ai) At any time following Company shall have timely filed the date which Registration Statement in accordance with Section 2 hereof, (ii) Registration Statement is declared effective on or before the later of Effectiveness Date, (iii) the ninth anniversary of Company is otherwise in compliance with the Issuance covenants contained in the Securities Purchase Agreement and the Registration Rights Agreement on the Effectiveness Date or and (iv) the date which is representations and warranties set forth on Schedule II hereto are true and correct on the 91st day following Effectiveness Date, the repayment in full of Company shall have the Corporation's 12% Senior Notes due 2006 right (the "Put Trigger DateRight"), but not the obligation, for a holder may give period of thirty (30) days after the Effectiveness Date, to require Triton to purchase the Second Supplemental Securities for an aggregate purchase price (the "Put Purchase Price") equal to Two Hundred Thousand Dollars ($200,000). In the event the Company elects to exercise the Put Right, the Company shall send a written notice (the "Put Notice"), within such thirty-day period, to Triton stating that the Company has elected to exercise the Put Right, certifying that the conditions set forth above in clauses (i) to the Corporation through (iv) of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following this Section 3 have been satisfied and specifying the date of such notice (the "Put Closing Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by closing for the Corporation. purchase and sale of the Second Supplemental Securities shall occur, which date shall not be earlier than the thirtieth (b30th) The day after the Effectiveness Date or later than the sixtieth (60) day after the Effectiveness Date. On the Put Notice shall state Closing Date, (i) Triton shall, subject to its receipt of the documents contemplated by clauses (ii)(A) through (ii)(D) below of this Section 3, pay the Put Date Purchase Price by wire transfer of immediately available funds denominated in United States Dollars to the Company's account set forth on Schedule I attached hereto and (ii) the number Company shall deliver to Triton (A) a certificate for the Second Supplemental Shares registered in the name of outstanding Triton, which shares shall have been duly authorized and validly issued, and shall be fully paid and non-assessable and free of preemptive rights, (B) the Second Supplemental Warrant, which shall have been duly authorized and validly issued, and shall be fully paid and non-assessable, (C) an executed registration rights agreement, which shall have been duly authorized and afford Triton registration rights with respect to the Second Supplemental Securities similar to those contained in the Registration Rights Agreement and (D) a certificate executed by an executive officer of the Company stating that the representations and warranties set forth on Schedule II hereto are true and correct on the Put Closing Date. The Second Supplemental Warrant shall provide for (x) the purchase of up to Twenty Thousand (20,000) shares of Series B Preferred Common Stock at an exercise price equal to be redeemed. Promptly following receipt one hundred and ten percent (110%) of the closing bid price for the Common Stock on the Put Closing Date, (y) an expiration date occurring on the fifth (5th) anniversary of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers Closing Date and (iiiz) that dividends on otherwise contain terms and conditions identical to those contained in the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put DateWarrant.

Put Right. For the purposes of this Section 6.9, a "Co-Lender Loan Default" shall mean and include (a) At any time following failure of the Co-Lender Loan to have been indefeasibly paid in full by March 1, 2006, other than by reason of Purchaser's having granted an extension or waiver to the borrower under the Co-Lender Loan ("Borrower") of the maturity date under the Co-Lender Loan that was not consented to by Seller, and/or (b) any Event of Default (under and as such term is defined in the Credit Agreement respecting the Co-Lender Loan). Following and during the continuation of a Co-Lender Loan Default, Purchaser shall have the right to sell, and Seller shall have the obligation to purchase, the Co-Lender Loan for a price equal to the total principal (not to exceed Eighteen Million Two Hundred Thousand Dollars ($18,200,000) and accrued interest outstanding as of the date which is the later of the ninth anniversary purchase and sale of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 Co-Lender Loan pursuant hereto. Purchaser shall exercise its rights hereunder by giving notice to Seller (the a "Put Trigger Date"), a holder may give written notice (the "Put Co-Lender Loan Default Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put Pricecircumstances of the Co-Lender Loan Default, (ii) the place or places where certificates for such shares of Series B Preferred Stock are outstanding principal balance due under the Co-Lender Loan, (iii) the accrued interest thereon, and which notice shall be accompanied by supporting documentation (as to be surrendered for payment a Co-Lender Loan Default under clause (b) above) reasonably satisfactory to Seller and a certificate of the Put Pricechief executive officer or chief financial officer of Purchaser certifying as to items (i), including any procedures applicable to repurchases to be accomplished through book entry transfers (ii) and (iii) that dividends on of such Notice. No Co-Lender Loan Default Notice may be given after March 30, 2006. Upon the shares giving of Series B Preferred Stock a Co-Lender Default Notice as so provided, then within thirty (30) days of Seller's receipt thereof Purchaser shall sell and Seller shall purchase the Co-Lender Loan for a price equal to be repurchased shall cease the total principal (not to accumulate exceed $18,200,000) and accrued interest outstanding as of the Put Datesale date under the Co-Lender Loan. The sale of the Co-Lender Loan to Seller under this Section 6.9 shall be on an "AS IS" basis, without any representations or warranty of any kind other than as to the authority of the Purchaser to make the sale, and conditioned only on Purchaser signing and delivering to Seller such documentation as is reasonably required to cause the assignment by Purchaser to Seller of all of the applicable loan documents and rights related to the Co-Lender Loan. For the avoidance of doubt, Seller shall have no obligation under this Section 6.9 in the event Purchaser grants any extension or waiver to the Borrower of the maturity date under the Co-Lender Loan that was not consented to by Seller. From and after Closing, Purchaser shall provide Seller with copies of any information received in respect of the status of the Co-Lender Loan or Borrower, to the extent not prohibited under the Credit Agreement respecting the Co-Lender Loan or by applicable Legal Requirements.

Put Right. (a) At any time following during the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date")Exercise Period, a holder may give written notice (the "Put Notice") PLC may, at its election, sell to the Corporation Company all of its intention to sell allPLC’s Common Units for a purchase price, but not less than allper Common Unit, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preferencefair market value of such Common Units as determined in accordance with Section 15.2(c) (the “Common Put Price”). The holders of shares of Series B Preferred Stock Common Put Price shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business determined based on the last Business Day immediately preceding the later value of the Put Date orCommon Units of the Company that would be extrapolated from the enterprise value of the Company as if sold in an orderly auction process intended to maximize value, if not actually repurchased multiplied by the Corporation on Percentage Interest of the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the CorporationCommon Units to be sold. (b) The If PLC desires to exercise its right to sell Common Units pursuant to this Section 15.2, PLC shall provide notice (a “Common Put Notice shall state Notice”) requesting that the Company repurchase all of Common Units then held thereby. (ic) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt by the Company of a Common Put Notice, PLC and the Company shall negotiate in good faith to mutually agree on the Common Put Price. If PLC and the Company are unable to mutually agree on the Common Put Price within twenty (20) days of the delivery of the Common Put Notice, then promptly thereafter, but in no event later than thirty (30) days following such delivery of the Common Put Notice, the Corporation parties shall provide written notice retain an Independent Appraiser to determine the Common Put Price by determining the enterprise value of the Company and calculating the amount that would be distributed to PLC if such enterprise value was applied to the holder setting outstanding capital structure of the Company (a “Valuation”), which determination by the Independent Appraiser shall be provided to PLC and the Company within thirty (30) days of the Independent Appraiser’s engagement and shall be final and binding on the parties. The cost of the Valuation will be borne fifty percent (50%) by PLC and fifty percent (50%) by the Company. The sale of the Common Units contemplated hereby shall be completed on the seventh (7) Business Days after completion of the Valuation, payable in cash by wire transfer of immediately available funds. PLC shall have the right to irrevocably rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2 for a period of five (5) Business Days following completion of the Valuation. (d) Notwithstanding the provisions of Section 15.2(c), the Company shall not be obligated to purchase any Common Units pursuant to this Section 15.2 to the extent there exists a Common Delay Condition. In such event, the Company shall notify PLC in writing as soon as practicable of such Common Delay Condition and shall permit PLC, within ten (10) days of receipt thereof, to rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2. If PLC does not rescind its decision to sell its Common Units to the Company pursuant to this Section 15.2, the Company shall consummate the purchase of Common Units on the applicable date set forth in Section 15.2(c) with respect to as many Common Units as can be purchased without running afoul of the Common Delay Condition and thereafter pay the Common Put Price with respect to as many of the other Common Units to be purchased as can be purchased without running afoul of the Common Delay Condition at the earliest practicable date or dates, in which case, the Common Put Price shall accrue interest at the Common Distribution Rate. (ie) At the closing of any sale and purchase pursuant to this Section 15.2, PLC shall deliver to the Company a reasonable instrument of transfer against receipt of the Common Put Price, (ii) the place or places where certificates for such shares of Series B Preferred Stock are to be surrendered for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Date.

Put Right. (a) At From and after the Closing, Xmark shall have the transferable right (the “Put Right”) at its option, exercisable as specified herein, to require Photogen to repurchase any time following or all of the Standstill Shares, the Accrued Interest Shares, the Default Shares, the Interest Shares, any Late Payment Shares (as defined below) and any Late Registration Shares (as defined below) (collectively, the “Redeemable Shares”) at a repurchase price of $1.00 per share (subject to adjustment in the event of any stock split, stock dividend, reverse stock split, recapitalization or reclassification of the Photogen Common Stock occurring on or after the date which is hereof). The Put Right shall expire on 5:00 p.m., New York time, on the later of the ninth second anniversary of the Issuance Closing Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger “Expiration Date"”), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Prior to the Expiration Date, the Put Notice Right shall state be fully exercisable at any time from and after the earlier to occur of (i) the Put 13 month anniversary of the Closing Date and (ii) the number completion by Photogen after the date hereof of outstanding shares one or more institutional financings resulting in aggregate gross proceeds to Photogen of Series B Preferred Stock at least $20 million (the earlier of such dates, the “Full Exercise Date”). (c) If the Closing occurs, prior to be redeemed. Promptly following receipt of the Full Exercise Date, the Put NoticeRight will be exercisable in four (4) equal quarterly installments commencing on the 90th day after the Closing Date (the “Initial Exercise Date”); provided, the Corporation however, that Photogen shall provide written notice to the holder setting forth not be obligated (i) to repurchase more than an aggregate of one-quarter of the Put PriceRedeemable Shares in any consecutive 90-day period, subject to adjustment as provided below (the “Quarterly Amount”), and (ii) have the place or places where certificates for right not to comply with any Put Right (and accordingly not to repurchase the Shares covered by such shares Put Right) by notifying Xmark in writing (the “Shortfall Notice”) that Photogen, by action of Series B Preferred Stock are its Board of Directors, has determined in good faith that the Financing Condition (as defined below) is not satisfied. Photogen shall use its commercially reasonable efforts to cause the Financing Condition to be surrendered met as soon as practicable after the date hereof. As used herein, the term “Financing Condition” means that Photogen has sufficient cash, based on its current Board approved operating plan, to satisfy its operating and working capital requirements for payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Dateimmediately succeeding 18-month period.

Put Right. (a) At any time following If the date which is the later of the ninth anniversary of the Issuance Plan Effective Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock occurs at any time prior between (i) the earlier of the Related Purchase Agreement’s Target Closing Date (as defined in the Related Purchase Agreement) and the Related PSA Closing and (ii) 60 days following the Related PSA Closing (the “Put Period”), the Alamo Parties may require HighPeak LLC to agree to purchase the ABC-1 Assets, pursuant to the close Purchase Agreement and subject to the conditions of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporationthis Section 3. (b) The If the Alamo Parties desire to exercise their rights under Section 3(a), the Alamo Parties shall give HighPeak LLC written notice of their election to cause to be sold to HighPeak LLC the ABC-1 Assets (the “Put Notice”), which Put Notice shall state (i) be delivered prior to the end of the Put Period, and shall set forth the Signing Date and at least five (ii) 5), but no more than fifteen (15), Business Days after the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt delivery of the Put Notice; provided that, the Corporation Signing Date shall provide written notice be prior to the holder setting forth end of the Call Period. (ic) If the Alamo Parties deliver a Put Notice, HighPeak LLC and the Alamo Parties shall enter into the Purchase Agreement on the Signing Date and take such other actions as may be required to be taken per the terms thereof concurrently with the execution and delivery of the Purchase Agreement on the Signing Date. (d) Notwithstanding the foregoing or anything herein to the contrary, if the Alamo Parties exercise their put right in accordance with this Section 3, and HighPeak LLC does not enter in to the Purchase Agreement on the Signing Date (a “Put Default”), the Alamo Parties may cause to be sold the ABC-1 Assets to one or more third parties without restriction hereunder. Upon any such sale, HighPeak LLC’s obligations to the Alamo Parties under this Section 3 with respect to the ABC-1 Assets shall terminate and be of no further force and effect unless (x) the Put Price, assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of the Alamo Parties and (iiy) the place or places where certificates Alamo Parties, on behalf of each Alamo Party, and not, for the avoidance of doubt, such shares transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of Series B Preferred Stock are any type the Alamo Parties may have for matters related to be surrendered its rights hereunder for payment of periods prior to such sale, in which case HighPeak LLC’s obligations to the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers Alamo Parties under this Section 3 shall not so terminate and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Dateremain in full force and effect.

Put Right. (a) At any time following Within sixty days after the date which is the later end of the ninth Deadlock Period without resolution of a Deadlock, after complying with the resolution procedures set forth in Section 11.1 hereof, provided such Deadlock occurs after the third anniversary of the Issuance Date or Formation Date, UA may deliver notice to the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice Company and ▇▇▇.▇▇▇ (the "Put Notice") stating that UA is exercising its option to the Corporation of its intention to sell put all, but not less than all, of its Series B Preferred Stock Interest in the Company to the Corporation on the 30th Business Day following the date of such notice ▇▇▇.▇▇▇ (the "Put DateOption") at a cash price per share of Series B Preferred Stock (). Upon the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, ▇▇▇.▇▇▇ and UA shall jointly determine the Corporation fair market value of UA's Interest, taking into account the fair market value of the Business of the Company as a going concern (the "Fair Market Value") and the sale of the Interest pursuant to the Put Option shall provide be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the procedures set forth herein, subject to any and all necessary regulatory or other approvals. If ▇▇▇.▇▇▇ and UA fail to agree as to the Fair Market Value within fifteen (15) Business Days starting from the date of the Put Notice, UA will engage an appraisal firm (the "First Appraiser") to appraise the Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "First Appraisal") no later than twenty (20) Business Days after being engaged. For a period of ten (10) Business Days following receipt of the First Appraisal, ▇▇▇.▇▇▇ will have the right to object to the First Appraisal by written notice to UA (the holder setting forth "FMV Objection Notice") and engage an appraisal firm (i) the Put Price, (ii) "Second Appraiser"). ▇▇▇.▇▇▇ will cause the place or places where certificates for such shares of Series B Preferred Stock are Second Appraiser to be surrendered for payment of appraise the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate Fair Market Value as of the Appraisal Date and to prepare and deliver a report to ▇▇▇.▇▇▇ and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and ▇▇▇.▇▇▇ fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and ▇▇▇.▇▇▇ will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the two values determined by the appraisers whose determination of value is closest to each other from among the three appraisals. Determination of the Fair Market Value in the above manner will be final and binding on UA and ▇▇▇.▇▇▇. The cost of the First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by ▇▇▇.▇▇▇. The cost of the Third Appraiser, if any, will be shared equally by UA and ▇▇▇.▇▇▇. ▇▇▇.▇▇▇ shall have the right to assign its obligation to purchase the Interest of UA. (b) At the closing of the sale of UA's Interest to ▇▇▇.▇▇▇ pursuant to the Put DateOption, ▇▇▇.▇▇▇ shall issue and deliver to UA a Promissory Note in the principal amount equal to the Fair Market Value as determined pursuant to this Section 11. The Promissory Note shall provide for the principal to be paid in five (5) equal quarterly installments, together with accrued but unpaid interest thereon, with the initial payment being six (6) months after the final Fair Market Value has been established pursuant to Section 11.2(a). The Promissory Note shall bear interest at the rate of prime plus 1%.

Put Right. (a) Put of the Series A Preferred Units. At any time following from and after the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Right Commencement Date"), a holder may give upon written notice (the "“Put Notice"”) to the Corporation Company, the Requisite Series A Preferred Holders may elect to require the Company to purchase, out of its intention to sell allfunds lawfully available therefor, all (but not less than all, ) of its the outstanding Series B A Preferred Stock to the Corporation on the 30th Business Day following the date of such notice Units (the "“Put Date") Right”). Any exercise of the Put Right shall be at a cash price per share of Series B A Preferred Stock Unit (the "“Put Price"”) equal to the Series B A Preferred Liquidation PreferenceIssue Price plus the Accrued Preferred Return applicable to such Series A Preferred Unit up to and including the applicable Put Date. The holders Company shall purchase, out of shares of funds lawfully available therefor, all the Series B A Preferred Stock Units subject to the Put Right in three equal annual installments (without interest, except as otherwise provided for herein) as follows: the first installment shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to made no later than ninety (90) days following the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. (b) The Put Notice shall state (i) the Put Date and (ii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following Company’s receipt of the Put Notice; the second installment shall be made no later than one year following the Company’s receipt of the Put Notice; and the third Execution Copy installment shall be made no later than two years following the Company’s receipt of the Put Notice (the dates of each such installment being referred to herein as a “Put Date” and the Series A Preferred Units to be purchased on such Put Date, the Corporation “Put Units”), provided that the exercise of the Put Right shall provide not limit the proceeds payable pursuant to Section 3.2 to the Holders of Series A Preferred Units upon a Liquidation or Deemed Liquidation Event completed prior to the payment in full of the Put Price with respect to any of the Put Units that have not, as of the closing of such Liquidation or Deemed Liquidation Event, been repurchased in accordance with this Section 2.3. If the Company does not have sufficient funds legally available to purchase on a Put Date all applicable Put Units, the Company (i) shall use all commercially reasonable efforts to acquire such funds promptly (including, without limitation, engaging an investment bank reasonably acceptable to the Requisite Series A Preferred Holders as the Company’s financial advisor), (ii) shall purchase a pro rata portion of each Series A Preferred Holder’s Put Units out of funds legally available therefor, based on the respective number of Put Units held by each such Series A Preferred Holder, (iii) shall purchase the remaining such Put Units as soon as practicable after the Company has funds legally available therefor and (iv) shall not make any distribution of Available Cash On Hand pursuant to Section 3.1 unless and until all such remaining Put Units have been repurchased. The Put Price for any Put Units not purchased by the Company on the applicable Put Date shall be recalculated to an amount equal to the original Put Price plus interest at the rate of eight percent (8%) per annum, compounded annually, accruing daily from and after the applicable Put Date. By written notice to the holder setting forth (i) Company, the Requisite Series A Preferred Holders may elect to rescind the Put Price, (ii) the place or places where certificates Notice at any time with respect to any and all Put Units for such shares of Series B Preferred Stock are to be surrendered for payment of which the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate Price has not been paid in full as of the time of such notice. Notwithstanding anything contained herein to the contrary, any Series A Preferred Units which are not repurchased upon a Put DateDate shall remain outstanding for all purposes of this Agreement and shall be entitled to all rights and privileges specified herein until such Series A Preferred Units are actually repurchased by the Company.

Put Right. (a) For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs with respect to such Investor Shareholder, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor Shareholder votes against such Major Decision, (iii) such Investor Shareholder has the right to require DPL to purchase all of the Shares held by such Investor Shareholder pursuant to the terms of Section 10.4(c)(vi) of the Purchase Agreement or (iv) such Investor Shareholder or any of its Affiliates exercises a put right with respect to any other equity interest in the Company or Newco Beneficially Owned by such Investor Shareholder or any of its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of such Adverse Recovery Event, the approval of such Major Decision, the event giving rise to such right under Section 10.4(c)(vi) of the Purchase Agreement or the exercise of such put right shall constitute a “Put Triggering Event.” (b) If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to DPL that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time following between forty-five (45) and sixty (60) days after delivery of a Put Triggering Event Notice, each Put Right Shareholder shall have the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell allright, but not less than allthe obligation, to deliver a written notice to DPL and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require DPL (or, at DPL’s election, its Series B Preferred Stock Affiliate or a Third Party) to purchase all of the Shares then held by such Put Right Shareholder and its Affiliates (in each case, the “Put Shares”), in accordance with and subject to the Corporation on conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the 30th Business Day following Put Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such notice Put Exercise Notice (the "“Put Exercise Date"”), in which case DPL (or, at DPL’s election, its Affiliate or a Third Party) will be required to purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (d) Subject to Section 2.15(h), a Put Exercise Notice shall obligate DPL (or, at DPL’s election, its Affiliate or a cash Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the Put Shares for a purchase price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation Preference. The holders fair market value of shares the Put Shares as of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time immediately prior to the close Put Triggering Event, without taking into account the Put Triggering Event (or, in the event of business on a Put Triggering Event arising under Section 2.15(a)(iii), without taking into account the last Business Day immediately preceding the later Put Triggering Event or any losses or damages resulting therefrom or caused thereby) and assuming closing of the Put Sale seventy-five (75) days after the Put Exercise Date or(as may be adjusted in accordance with Section 2.15(d)(iv), if not actually repurchased the “Put Price”), that is determined as between DPL, on the one hand, and, on the other hand, each Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, a Qualified Valuation Arbiter shall be selected jointly by DPL and the Put Right Shareholder to assist in determining the Put Price, the costs and expenses of which shall be borne by the Corporation Company, except as provided in Section 2.15(g) and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d). If DPL and the Put Right Shareholder are unable to agree on a mutually acceptable Qualified Valuation Arbiter within such twenty-five (25)-day period, then each of DPL and the Put Right Shareholder shall select a Qualified Valuation Arbiter (the costs and expenses of which shall be borne by the Shareholder selecting such Qualified Valuation Arbiter). DPL and the Put Right Shareholder shall, within thirty (30) days of the Put Exercise Date (in the case of a mutually selected Valuation Arbiter) or within five (5) days of the selection of each Qualified Valuation Arbiter, separately submit to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, on a confidential basis and on the basis of assumptions agreed between DPL and the Put DateRight Shareholder that are consistent with the provisions of this Section 2.15, the date on price which each of DPL and such Put Right Shareholder believes should constitute the Series B Preferred Stock is actually repurchased by the CorporationPut Price. (bii) If the lower of the two prices submitted by DPL and the Put Right Shareholder to the Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the average of the two prices. The Valuation Arbiter or each Qualified Valuation Arbiter, as applicable, shall provide written notice of whether the Put Notice Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, DPL and the Put Right Shareholder as promptly as reasonably practicable following its receipt of DPL’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such notice shall state also set forth the price proposed by each of DPL and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (iii) If the lower value is more than ten percent (10%) lower than the greater value, (x) in the case of a mutually selected Valuation Arbiter, the Valuation Arbiter and (y) in the case of the individually selected Qualified Valuation Arbiters, such Qualified Valuation Arbiters shall mutually select a third Qualified Valuation Arbiter and such Qualified Valuation Arbiter shall be the Valuation Arbiter for purposes of this Section 2.15(d) and shall undertake an independent determination of the fair market value of the Put Shares as of immediately prior to the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) the Put Date a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the number sale and each of outstanding shares whom is dealing on an arms’ length basis, without consideration of Series B Preferred Stock to be redeemed. Promptly following receipt any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such as discounted cash flow, (c) the assumption that the closing of the Put NoticeSale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between DPL and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be the price set forth by DPL or the Put Right Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Corporation Company, DPL and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the holder setting forth Company, DPL and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on DPL and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), DPL shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that DPL has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which such Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and DPL and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, DPL and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided that such Investor Shareholder shall not be required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to DPL prior to such closing. (iif) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the place Put Shares, DPL shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to DPL and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and DPL shall no longer be obligated to purchase, or places where certificates arrange for the purchase of, the Put Shares or pay any Daily Ticking Fee to such shares of Series B Preferred Stock are Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be surrendered responsible for the payment of the Put Price, including any procedures applicable to repurchases to be accomplished through book entry transfers and (iii) that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as one-half of the costs and expenses of the Valuation Arbiter related to any Put DateExercise Notice that is withdrawn by such Investor Shareholder pursuant to this Section 2.15(h).

Put Right. (a) At Following delivery of a Put Notice to Compass at any time following on or after the date which is the later of the ninth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date")hereof, a holder may give written notice (the "Put Notice") to the Corporation of Compass shall, and shall cause its intention to sell allAffiliates to, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Closing Date") at a , indefeasibly pay an amount in cash price per share of Series B Preferred Stock (the "Put Price") equal to the Series B Preferred Liquidation PreferenceSale Price, without any withholding, deduction, setoff, recoupment, or counterclaim, to TPG by wire transfer of immediately available funds to one or more accounts designated in writing by TPG, and TPG shall, upon receipt of such payment, assign to Compass all of its rights, title and interest in and to the Subject Equity (the “Put Right”). The holders TPG shall have no obligation to exercise the Put Right, and the decision of shares of Series B Preferred Stock whether and when to exercise the Put Right shall be permitted in TPG’s sole and absolute discretion. Compass shall have no right to convert their Series B Preferred Stock into Common Stock at any time prior require TPG to exercise the close Put Right, or to accelerate, defer, or otherwise influence the timing of business on the last Business Day immediately preceding the later TPG’s exercise of the Put Date orRight. For the avoidance of doubt, if not actually repurchased by the Corporation on the TPG may deliver multiple Put Date, the date on which the Series B Preferred Stock is actually repurchased by the CorporationNotices (and withdraw or amend any previously delivered Put Notice) without limitation. (b) The Put Notice No later than ten (10) Business Days prior to the Closing Date, TPG shall state provide its determination of the Sale Price to Compass and after such date but prior to the Closing Date TPG shall consult with Compass regarding any manifest error identified by Compass in the calculation thereof. If Compass reasonably disputes TPG’s determination of the Sale Price and the Parties are unable to resolve such dispute within 5 Business Days, the Parties shall submit to alternative dispute resolution as provided herein. (c) For the avoidance of doubt, there shall be no conditions to Compass’s obligation to indefeasibly pay the Sale Price in full in cash, and, for greater certainty, such obligation shall not be subject to or conditioned upon (i) the Put Date and (ii) the number financial condition, results of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt operations, or prospects of the Put Notice, the Corporation shall provide written notice to the holder setting forth (i) the Put PriceCompany or any of its subsidiaries, (ii) the place availability or places where certificates sufficiency of financing, (iii) any change in the value of the Subject Equity or any other equity of the Company, (iv) any action or inaction by Baker or the Company, (v) any claim, defense, right of setoff, or counterclaim that Compass may have or claim to have against TPG, ▇▇▇▇▇, the Company, or any other Person (whether arising under this Agreement, the LLC Agreement, or otherwise), or (vi) any bankruptcy, insolvency, dissolution, winding up, receivership, or similar proceeding involving ▇▇▇▇▇, the Company, or any of their respective subsidiaries or Affiliates. Compass’s obligation to pay the Sale Price hereunder is an independent, absolute, and unconditional payment obligation that shall not be affected, modified, or impaired by any circumstance whatsoever, except for such shares an order of Series B Preferred Stock are to be surrendered for a court of competent jurisdiction in a final non-appealable judgment that expressly prohibits the payment of the Put PriceSale Price (which judgment or order was not sought, including procured, encouraged, supported, or otherwise caused, directly or indirectly, by Compass or any procedures applicable of its Affiliates), in which case Compass’s obligation to repurchases make such payment shall be deferred (and not waived or extinguished) for so long as, and only for so long as, such prohibition remains in effect. Compass shall, and shall cause its Affiliates to, use best efforts to be accomplished through book entry transfers contest, vacate, or limit the scope of any such order or judgment, and shall promptly make such payment upon the earliest time at which such prohibition is lifted or no longer applicable. (iiid) The Parties acknowledge that dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put DateRight is a fundamental inducement to TPG’s investment in the Company, and Compass’s failure to indefeasibly pay the Sale Price in full in cash would cause TPG damages that are difficult to calculate.