Common use of Put Right Clause in Contracts

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

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

Put Right. If (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company enters into any business combination whereby or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the holders Employment Agreement, including a notice of non-renewal of the capital stock Term of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, Employment Agreement by the Company shall provide written notice of such business combination to or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election NoticeTrustee”) from shall have the Company, right (the Holder may elect, by providing written notice of such election to the Company within thirty (30“Put Right”) days of the date it receives such notice, to require that the Company purchase this Warrant (all, or any portion thereof that remains unexercised) from of, the Holder for an amount; in cashShares held by you or, equal to (a) if applicable, the aggregate fair market value immediately prior Trustee and, subject to the effective time provisos in the immediately following two sentences, Shares issuable in respect of such business combination vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares issuable received by you pursuant to this Warrant the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such fair market value purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be determined as set forth paid entirely in Section 2(ccash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) hereof) minus or (bii) the aggregate Exercise Price Company determines in good faith that the Company’s liquidity position is such that the repurchase of this Warrant for such Shares the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put RightNotice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”); provided in order to effectively exercise , provided, however, that if the Company reasonably determines that the repurchase of the Put RightSecurities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Election Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall describe be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in detail lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the conflict of interest date specified by the Holder would experience if forced to hold equity securities Company, which shall in no event be later than thirty (30) days following the determination of the surviving entity Fair Market Value of the Put Securities, and (ii) why within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such conflict of interest has or would have a material adverse effect on date, you or, if applicable, the Holder’s business operation in Trustee shall transfer the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable Securities to the holders Company or its designee, free and clear of the capital stock of all liens and encumbrances, by delivering to the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on its designee the Nasdaq National or SmallCap Market or on a national securities exchange or (z) certificates representing the Shares to be purchased, duly endorsed for transfer to the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoingor its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Holder; in immediately available funds, Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts due payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as a result it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Holder’s exercise of its Put Right no later than the effective time of the business combination.. Trustee, as applicable. (d) The Put Right shall terminate upon on the full exercise one year anniversary of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holderan IPO.

Put Right. If (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company enters into any business combination whereby or one of its parents or subsidiaries due to your Disability (as defined in the holders of Employment Agreement), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election NoticeTrustee”) from shall have the Company, right (the Holder may elect, by providing written notice of such election to the Company within thirty (30“Put Right”) days of the date it receives such notice, to require that the Company purchase this Warrant (all, or any portion thereof that remains unexercised) from of, the Holder for an amount; in cashShares held by you or, equal to (a) if applicable, the aggregate fair market value immediately prior Trustee and, subject to the effective time of such business combination of proviso in the immediately following sentence, Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price respect of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Rightvested Options held by you or, if applicable, the Election Notice shall describe Trustee (whether or not exercised) on the terms described in detail this paragraph 5; provided, however, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the conflict of interest direct or indirect distribution to the Holder would experience if forced to hold equity securities Company by subsidiaries of the surviving entity and (iiCompany of the cash necessary to make such purchase) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummatedprohibited by any applicable law or regulation, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash would violate any financing agreement, indenture or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company does and its subsidiaries not have retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash legally available to fully satisfy (in which event the Put Right. Subject Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the foregoing, Put) or (ii) the Company shall pay to determines in good faith that the Holder; in immediately available funds, any amounts due as a result Company’s liquidity position is such that the repurchase of the Holder’s exercise of its Put Right no later than Securities would have or reasonably be expected to result in a material negative impact on the effective time operations or financial position of the business combination.. Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of exercised by written notice (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holder.the

Put Right. If (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company enters into any business combination whereby or one of its parents or subsidiaries due to your Disability (as defined in the holders of Employment Agreement), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the capital stock of "Trustee") shall have the Company prior to right (the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%"Put Right") of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (all, or any portion thereof of, the Shares held by you or, if applicable, the Trustee and, subject to the proviso in the immediately following sentence, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that remains unexercisedthe Company will not be obligated to purchase any Put Securities (as defined below) from if (i) such purchase (or the Holder for an amount; direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in cashthe good faith determination of the Company's Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, equal indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (ain which event the Put Notice may only be effected once the Company's and its' subsidiaries' restricted payment capacity is sufficient to enable the Put) or (ii) the aggregate fair market value immediately Company determines in good faith that the Company's liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company's liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the "Put Notice") to the Company given in accordance with Section 11. 7 of the Stockholders Agreement on or prior to the effective time first anniversary of such business combination your death or Termination of Service due to your Disability, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the "Put Securities"), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation -- Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares issuable pursuant to this Warrant (such fair market value that are to be determined purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in Section 2(cthis paragraph 5. The purchase price payable by the Company or its designee (the "Put Purchase Price") hereof) minus for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the aggregate Exercise Price provisos to the first and second sentences of this Warrant for such Shares (paragraph 5(a), the “Put Right”); provided in order to effectively exercise purchase of the Put Right, Securities shall take place on the Election Notice shall describe in detail later of (i) the conflict of interest date specified by the Holder would experience if forced to hold equity securities Company, which shall in no event be later than thirty (30) days following the determination of the surviving entity Fair Market Value of the Put Securities, and (ii) why within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such conflict of interest has or would have a material adverse effect on date, you or, if applicable, the Holder’s business operation in Trustee shall transfer the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable Securities to the holders Company or its designee, free and clear of the capital stock of all liens and encumbrances, by delivering to the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on its designee the Nasdaq National or SmallCap Market or on a national securities exchange or (z) certificates representing the Shares to be purchased, duly endorsed for transfer to the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoingor its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Holder; in immediately available funds, Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts due payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as a result it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Holder’s exercise of its Put Right no later than the effective time of the business combination.. Trustee, as applicable. (d) The Put Right shall terminate upon on the full exercise one year anniversary of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holderan IPO.

Put Right. If During the Company enters into any business combination whereby period and from time to time between ---------- October 5, 2003 and January 5, 2004 (the holders "Put Period"), LJCI shall have the right to sell in its sole and absolute discretion, and VandenBrekel and M▇▇▇▇▇▇▇▇▇▇, jointly and severally, shall thereafter have the obligation to purchase, all or a portion of the capital stock Debenture remaining unpaid for a cash purchase price of 180% of the Company principal balance remaining unpaid, such total obligation under this Section 1 not to exceed $540,000. The exercise of VandenBrekel and M▇▇▇▇▇▇▇▇▇▇'▇ Call and/or the conversion of the Debenture by LJCI, in whole or in part, shall cancel a corresponding amount of LJCI's Put. The election of LJCI to sell the Debenture shall be pursuant to written notice to VandenBrekel and M▇▇▇▇▇▇▇▇▇▇, which notice shall be sent at least three business days prior to the effective time date of the business combination would holdtransfer and shall specify the principal balance, directly or indirectlyplus accrued interest, less than fifty percent (50%) of the aggregate capital stock Debenture. On the effective date of the surviving entitytransfer, VandenBrekel and M▇▇▇▇▇▇▇▇▇▇ shall pay to LJCI (or its designee), the Company purchase price therefor in good funds, and within three business days thereafter LJCI shall provide written notice deliver to VandenBrekel and M▇▇▇▇▇▇▇▇▇▇ the Debenture together with an assignment thereof. Any transfer hereunder shall be without warranty or representation except as to good title. The obligations of such business combination VandenBrekel and M▇▇▇▇▇▇▇▇▇▇ hereunder shall not be subject to any defense, setoff, recoupment, impairment or termination for any reason including, without limitation, whether the Holder not less than thirty (30).days prior to Debenture or the effective time stock issuable upon conversion thereof is publicly traded, whether the stock issuable upon conversion of such business combination. Upon receiving such notice (an “Election Notice”) from the CompanyDebenture is restricted, the Holder may elect, whether any bankruptcy proceedings have been instituted by providing written notice of such election to or against the Company within thirty (30) days of the date it receives such notice, to require that or any order has been entered adjudging the Company purchase this Warrant (a bankrupt or any portion thereof that remains unexercised) from insolvent, or whether the Holder for an amount; in cash, equal Company or its transfer agent consents to (a) or authorizes the aggregate fair market value immediately prior to the effective time transfer. The obligations of such business combination of the Shares issuable VandenBrekel and M▇▇▇▇▇▇▇▇▇▇ pursuant to this Warrant (such fair market value to Section shall be determined as set forth in Section 2(c) hereof) minus (b) joint and several and the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities allocation of the surviving entity Debenture being purchased shall be as determined among VandenBrekel and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderM▇▇▇▇▇▇▇▇▇▇.

Put Right. If (i) For a period 10 business days following the termination of the Executive’s employment with the Company enters into any business combination whereby the holders of the capital stock of by the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company without Cause within thirty (30) days one year of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares Agreement, the Executive shall have the right and option (the “Put Right”); provided in order , but not the obligation, to effectively exercise sell to the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities Company any or all of the surviving entity and shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Put Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Put Shares”) shall be the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Put Shares. (ii) why such conflict Within ten (10) days after his written notice of interest has or would have a material adverse effect on exercise of the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated‘Put Notice”), (y) which Put Notice shall specify the consideration payable number of Put Shares, the Executive shall tender to the holders of Company, at its principal office the capital stock of the Company consists solely of cash certificate or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy certificates representing the Put Right. Subject Shares, duly endorsed in blank by the Executive or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the foregoingCompany. Upon its receipt of such shares, the Company shall pay to the Holder; Executive the aggregate Put Price therefor, in cash or by wire transfer of immediately available funds. (iii) The Company will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Put Shares pursuant to the exercise of the Put Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Put Shares to be transferred free and clear of all liens, claims and other encumbrances. (iv) If the Executive delivers a Put Notice, then from and after the time of delivery of the Put Notice, the Executive shall no longer have any rights as a holder of the Put Shares subject thereto (other than the right to receive payment of the Put Price as described above), and such Put Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Put Shares. (v) Any Company Common Shares as to which the Put Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option. (vi) This Section 4(c) is in addition to, and not in lieu of, any amounts due as a result rights and obligations of the Holder’s exercise of its Put Right no later than Executive and the effective time Company in respect of the business combination.. The Put Right Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 4(c) shall terminate upon be ineffective as to each Company Common Share on and following an IPO or any other event which causes the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination Company Common Stock, or other securities for which all or substantially all of the Loan Agreement and the repayment by the Company of Common Stock may have been exchanged, to be or the waiver become listed for trading on or forgiveness of its obligations thereunder over an established securities market or (ii) upon any transfer of this Warrant by the Holderestablished trading system.

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

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior Subject to the effective time terms and conditions of the business combination would holdthis Agreement, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to have the Holder not less than thirty right (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”"Put Right") from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company Buyer to purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) a 100% ownership interest (the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity "T1 Interest") in a newly formed limited liability company ("Target One") wholly owned by Price Legacy Corporation ("Price Legacy") from Price Legacy, and (ii) why such conflict 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 interest has 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 would have the T2 Interest alone. Company may exercise the Put Right by delivering a material adverse effect on written notice of exercise to Buyer no earlier than September 12, 2004 and no later than September 30, 2004. The closing of the Holder’s business operation in put transaction (the ordinary course"Closing") shall occur, -providedif at all, further, however•, immediately following the closing of the Merger (it being understood that the Holder closing of the Merger and the Closing, if it occurs, shall have no Put Right if 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 proposed business combination "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 not consummateddefined in the Merger Agreement)) (such shares, the "T1 Share Component") equal to $135,918,400, and (y) to TRS an amount of cash (the consideration payable "T2 Cash Component") and/or shares of Price Legacy common stock (valued on a per share basis equal to the holders Merger Consideration) (such shares, the "T2 Share Component") equal to $11,766,400, 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"). In lieu of the capital stock delivery 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 consists solely may instead instruct Buyer in writing (at least four days in advance of cash or capital stock of a corporation or other entity that the Closing) to, and upon such instruction Buyer shall, deliver to the Exchange Agent (as such term is publicly traded on defined in the Nasdaq National or SmallCap Market or on a national securities exchange or (zMerger 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 does not have sufficient cash legally available to fully satisfy the Put Right. Subject as to the foregoingnumber 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 pay provide to Buyer in writing its wire transfer instructions for the Holder; in immediately available fundscash portion, any amounts due as a result if any, of the Holder’s exercise of its Put Right no later than the effective time T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the business combination.. The Put Right shall terminate upon Closing to increase the full exercise of this Warrant. This Section 12 shall terminate T1 Purchase Price and be of no further force and effect upon the earlier of (1) T2 Purchase Price, pro rata, by the termination aggregate amount of the Loan Agreement product of $4.00 times the number of additional shares of Price Legacy Common Stock issued between the date hereof and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderClosing, if any.

Put Right. If (a) Subject to the conditions set forth below, the Company enters into hereby agrees that at any business combination whereby time after the holders sale of a majority of the capital stock Company's assets existing on the date hereof, whether through one transaction or a through a series of transactions, (the "Put Triggering Event") the Buyer shall have the right to put back to the Company, any or all of the Company prior to Securities, through a series of one or more puts (the effective time "Put Right"), and receive the Put Right Proceeds provided below. Within twenty one (21) days after the Buyer's exercise of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entityits Put Right, the Company shall provide written notice of such business combination deliver the cash proceeds to the Holder not less than thirty Buyer in connection with the Put Right (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from "Put Right Proceeds"), and the Company, Buyer shall deliver the Holder may elect, by providing written notice of such election Common Stock to the Company within thirty in connection with the Put Right free and clear of any adverse claims or lien created by or through the Buyer. The Company shall deliver the Put Right Proceeds to the Buyer as follows: (30i) days The Put Right Proceeds for any shares of Common Stock acquired as of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, hereof shall be equal to the pro rata aggregate Company Market Value of the Common Stock minus $0.84 per share; and (aii) The Put Right Proceeds for any shares of Commons Stock acquired after the aggregate fair market value immediately prior date hereof shall be equal to the effective time pro rata aggregate Company Market Value of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus Common Stock. (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to Notwithstanding the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon be subject to the full exercise satisfaction (or waiver by the Company) of this Warrant. This Section 12 shall terminate the following conditions: (1) the payment of all of the obligations under the Senior Lien Financing Agreement (as such term is defined in the Financing Agreement) or (2) the consent of the Senior Lien Agents and be of no further force and effect upon the earlier Senior Lien Lenders (as such terms are defined in the Financing Agreement); (ii) none of (1) the termination book value of the Loan Agreement Company's total liabilities exceeds the fair value of the Company's total assets; (2) the Company is unable to pay its debts as they come due and payable; and (3) the Company has unreasonably small capital to carry on its business as it is currently conducted absent extraordinary and unforeseen circumstances, shall have occurred either immediately before or immediately after giving effect to the exercise of the Put Right; (iii) the exercise of the Put Right and the repayment performance by the Company of or the waiver or forgiveness of its obligations thereunder hereunder does not violate any provision of the Delaware General Corporation Law; and (iv) the Put Right may not be exercised (1) before the second anniversary of the Closing Date or (ii2) upon any transfer after the eighth anniversary of this Warrant by the HolderClosing Date.

Put Right. If Subject to the terms and conditions of this Agreement, Company enters into any business combination whereby shall have the holders right (the “Put Right”) to require Buyer to purchase (i) a 100% ownership interest (the “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 capital stock 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 Price Legacy common stock immediately prior to the effective time of the business combination would holdMerger, directly or indirectlyincluding the T1 Share Component and the T2 Share Component, less than fifty percent if any, x $4.00 per share; such amounts shall be filled in upon signing, to be adjusted for any change in the number of outstanding shares at Closing], as adjusted to reflect the proration adjustment provided for in Section 4 (50%) 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”). In lieu of the aggregate capital stock delivery at the Closing by Buyer to Price Legacy of the surviving entityT1 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 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 cash portion, if any, of such business combination the T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the Closing to increase the Holder not less than thirty (30).days prior to T1 Purchase Price and the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the CompanyT2 Purchase Price, the Holder may electpro rata, by providing written notice of such election to the Company within thirty (30) days aggregate amount of the product of $4.00 times the number of additional shares of Price Legacy Common Stock issued between the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, the Election Notice shall describe in detail (i) the conflict of interest the Holder would experience if forced to hold equity securities of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient cash legally available to fully satisfy the Put Right. Subject to the foregoing, the Company shall pay to the Holder; in immediately available funds, any amounts due as a result of the Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Right shall terminate upon the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement hereof and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the HolderClosing, if any.

Put Right. If At any time on or after a Change in Control, the New Investor shall have the right to cause the Company enters into any business combination whereby the holders to purchase all (but not less than all) of the capital stock equity interests in the Company then held by the New Investor including, without limitation, all Series M Preferred Stock, Common Stock and warrants held by the New Investor, upon the terms and conditions set forth herein (the "Put Right"). (a) The Put Right, if exercised at all, must be exercised by the New Investor by giving written notice (the "Put Notice") to the Company of its election to exercise the Put Right. The price to be paid to the New Investor for its equity interests in the Company pursuant to the exercise of the Put Right shall be the Fair Market Value (as defined herein) of such shares as of the date of the Put Notice, as the same shall be determined pursuant to Section 2.6(c). (b) Notwithstanding any other provision of this Agreement, if the purchase of such equity interests upon the exercise of the Put Right would, at the time the Company incurs the obligation to purchase the equity interests, violate any applicable statute or law, or any provision of the Company's Charter or Bylaws, or any material credit agreement entered into between the Company and a lending institution or other contractual obligation of the Company prior to the effective time exercise of the business combination would holdPut Right, directly or indirectly, less than fifty percent (50%) of render the aggregate capital stock of the surviving entityCompany insolvent, the Company shall provide written notice use its best efforts to obtain any waiver or consent or to take any other action to authorize or permit the purchase or payment required by this Agreement, including without limitation (i) the sale of such business combination additional equity interests, (ii) any necessary action under applicable law to reduce the Holder not less than thirty Company's stated capital or otherwise increase the Company's surplus or other funds legally available, (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”iii) from additional borrowings by, or a refinancing of, the Company, and (iv) sale of the Holder may elect, by providing written notice Company's assets. If sufficient funds of such election to the Company within thirty (30) days are not legally available to redeem all equity interests which are the subject of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) the aggregate fair market value immediately prior to the effective time exercise of such business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares (the “Put Right”); provided in order to effectively exercise the Put Right, then funds to the Election Notice extent legally available shall describe in detail be used for such redemption pro rata according to the number of such equity interests so tendered (ia "Partial Redemption") the conflict of interest the Holder would experience if forced to hold equity securities as of the surviving entity date of payment. The Company shall make additional Partial Redemptions beginning thirty days after the date of the initial payment hereunder and each thirty days thereafter until all tendered equity interests have been redeemed. (iic) why such conflict The Fair Market Value of interest has or would have a material adverse effect on the Holder’s business operation in equity interests (the ordinary course, -provided, further, however•, that "Transferred Shares") which are the Holder shall have no subject of the exercise of the Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable shall be equal to the holders price that would be payable with respect to the Transferred Shares if all of the capital stock assets of the Company consists solely were sold to a third party in a transaction structured to maximize cash sale proceeds, treating the business of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) the Company does not have sufficient as a going concern, and the Company then had been dissolved and liquidated and its remaining assets distributed to its shareholders in accordance with their equity interests in the Company (and without any discount for a minority position or illiquidity), after first deducting from the cash legally available proceeds resulting from such sale and any other cash on hand held by the Company all liabilities of the Company (determined in accordance with generally accepted accounting principles, and giving effect to fully satisfy any brokerage fees that would be required to be paid in connection with any such sale). Within the thirty-day period following the delivery of the Put Right. Subject to the foregoingNotice, the Company and the New Investor shall pay negotiate in good faith in an effort to reach mutual agreement as to the Holder; in immediately available funds, any amounts due as a result Fair Market Value of the Holder’s exercise Transferred Shares. (d) If the Company and the New Investor are unable to reach agreement as to the Fair Market Value of its Put Right the Transferred Shares within such thirty-day period, the Fair Market Value of the Transferred Shares shall be determined by an appraisal process as set forth herein. Each of the Company and the New Investor shall designate, within fifteen days after the conclusion of the thirty-day negotiation period referred to above, an independent and experienced telecommunications industry appraiser (each individually an "Appraiser" and collectively the "Appraisers"). The Appraisers shall be instructed to complete their appraisals of the Fair Market Value of the Transferred Shares by no later than thirty days after their appointment. If the effective time determination of the business combination.. The Put Right shall terminate upon Appraiser with the full exercise of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination higher determination is not greater than 110% of the Loan Agreement determination of the other Appraiser, the Fair Market Value shall be equal to the average of the determinations of the two Appraisers; provided, however, if the higher determination is greater than 110% of the lower determination, then the two Appraisers shall jointly select a third Appraiser within ten days after the first date on which both of such two Appraisers have delivered their reports. Such third Appraiser shall deliver its report of its good faith determination of the Fair Market Value of the Transferred Shares within thirty days after such appointment, and in such case the repayment Fair Market Value shall be equal to the average of the closest determinations; provided, however, that if the highest and lowest of such three determinations differ from the middle determination by an equal amount, the Fair Market Value shall be equal to such middle determination. The cost of all such appraisals shall be borne by the Company of or Company. (e) Payment for the waiver or forgiveness of its obligations thereunder or (ii) upon any Transferred Shares purchased pursuant to this Agreement shall be made by wire transfer of this Warrant immediately available federal funds in accordance with instructions provided by the HolderNew Investor.

Put Right. If (a) In the event you incur a Termination of Service as a result of your death or by you for Good Reason, or a Termination of Service by the Company enters into any business combination whereby or one of its parents or subsidiaries due to your Disability or without Cause (in each case in this letter agreement as defined in the holders Employment Agreement, including a notice of non-renewal of the capital stock Term of the Employment Agreement by the Company prior to or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares, including the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%Trustee(s) of the aggregate capital stock of Trust (the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election NoticeTrustee”) from shall have the Company, right (the Holder may elect, by providing written notice of such election to the Company within thirty (30“Put Right”) days of the date it receives such notice, to require that the Company purchase this Warrant (all, or any portion thereof of, the Shares held by you or, if applicable, the Trustee and, subject to the proviso in the immediately following sentence, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that remains unexercisedthe Company will not be obligated to purchase any Put Securities (as defined below) from if (i) such purchase (or the Holder for an amount; direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document and, in cashthis regard, equal the Company agrees that it will use commercially reasonable efforts to not agree to such a restriction or permit any subsidiary to agree to such restriction unless such restriction is commercially reasonable in light of the contemplated transaction as determined by the Company in its good faith, or (az) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the aggregate fair market value immediately prior to Company determines in good faith that the effective time of Company’s liquidity position is such business combination that the repurchase of the Shares issuable pursuant Put Securities would have or reasonably be expected to this Warrant result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (such fair market value in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be determined as set forth in Section 2(c) hereof) minus (b) the aggregate Exercise Price of this Warrant for such Shares exercised by written notice (the “Put RightNotice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your Termination of Service, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”); provided in order to effectively exercise , provided, however, that if the Company reasonably determines that the repurchase of the Put RightSecurities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Election Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall describe be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in detail lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the conflict of interest date specified by the Holder would experience if forced to hold equity securities Company, which shall in no event be later than thirty (30) days following the determination of the surviving entity and (ii) why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders Fair Market Value of the capital stock of the Company consists solely of cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (z) Put Securities or, if the Company does not have sufficient cash legally available liquidity or sufficient restricted payment capacity as set forth in paragraph 5(a)(i)(z), ten (10) days following the date its liquidity or restricted payment capacity is sufficient to fully satisfy enable the Put, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Right. Subject Securities to the foregoingCompany or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Holder; in immediately available funds, Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts due payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as a result it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Holder’s exercise of its Put Right no later than the effective time of the business combination.. Trustee, as applicable. (d) The Put Right shall terminate upon on the full exercise one year anniversary of this Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any transfer of this Warrant by the Holderan IPO.