Common use of Put Right Clause in Contracts

Put Right. (a) From and after the date that is the first anniversary of the Closing Date (the “Redemption Date”), Sellers’ Representative shall have the right (the “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 Company pursuant to the 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 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 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 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 the Seller Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transaction.

Put Right. (a) a. From and after the date that is the first second anniversary of the Closing Date Date, you shall have a one-time right (the a “Redemption DatePut Right”), Sellers’ Representative shall have exercisable by delivering an irrevocable written notice to EGH (a “Put Notice”, and the right transaction resulting from a Put Notice, a “Put”), to require EGH (the “SR Put Right”i) to require Parent repurchase all or a portion of the EGH Equity Interests or (ii) to pay to purchase all or a portion of the Sellers’ Representative EOC Equity Interests, held by you and your Permitted Transferees (for distribution to as defined below), or any combination of the Sellers foregoing, as determined by you, at the Put Price (and to as defined below). To the extent applicablethat the repurchase of Equity Interests in EOC, management such transaction shall be treated as an exchange of the Company pursuant to the Management Bonus Plan) Equity Interests in EOC for Equity Interests in EGH, triggering economic entitlements for tax benefits in accordance with the methodology set forth on Exhibit C), same terms outlined in respect of any or all Section 7.17 of the Stock Consideration Company Disclosure Letter. Promptly after receiving the Put Notice, EGH shall deliver to you a notice setting forth the Put Price to be paid for the Put Equity and the date (except those shares which, subject to the last sentence of Stock Consideration that have been registered in an SFX Qualified IPOthis Section 5.a, registered in a Resale Registration, or are eligible shall not be later than 60 days after receipt of the Put Notice) and place for resale under Rule 144 as the closing of the Put Right (the closing 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 number of SFX Shares so specified in the Seller Noticetransaction, 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 PricePut Closing”). Upon delivery EGH may elect, in its sole discretion, to pay (or cause to be paid) the Put Price by a combination of the Seller Notice, following (so long as at least 60% of the Put Price is paid in accordance with clause (i)): (i) Parent and Sellers’ Representative shall instruct the Escrow Agent delivery to release the Redemption Shares to Parent, and (ii) Parent shall promptly pay to (you or as directed by) the Sellers’ Representative, by your applicable Permitted Transferees of a wire transfer of immediately available funds in United States dollars or (ii) by offsetting against any fixed and determined indebtedness or obligations for advanced or borrowed funds owed and payable within the next six months to the account Employer Group by you or accounts specified by your Permitted Transferees; provided, if EGH does not elect a method of payment prior to the Sellers’ Representative in the Seller NoticePut Closing, the Redemption Price. If the Redemption Put Price is not shall be paid in accordance with foregoing clause (i). The Put Right and each Put Notice that was delivered to EGH but not yet subject to a Put Closing shall terminate upon the terms hereof earlier to occur of (1) immediately prior to a Public Company Event (as defined below) and (2) the execution of a definitive agreement with respect to a Change of Control (as defined below). For the avoidance of doubt, you may only exercise the Put Right one time unless a Put Notice has been withdrawn as described above. Notwithstanding the foregoing, EGH shall only be required to consummate the Put Closing in respect of Put Equity subject to any Award Agreement within ten (10) Business Days one year following Parent’s receipt the delivery of the Seller Put Notice instead of 60 days following delivery of the Put Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transaction.

Put Right. (a) From Subject to the terms and after the date that is the first anniversary conditions of the Closing Date (the “Redemption Date”)this Agreement, Sellers’ Representative Company shall have the right (the “SR "Put Right”") to require Parent Buyer to pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the 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 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 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, purchase (i) Parent and Sellers’ Representative shall instruct a 100% ownership interest (the Escrow Agent to release the Redemption Shares to Parent"T1 Interest") in a newly formed limited liability company ("Target One") wholly owned by Price Legacy Corporation ("Price Legacy") from Price Legacy, and (ii) Parent 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 promptly pay 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 directed bysuch term is defined in the Merger Agreement)) (such shares, the "T1 Share Component") equal to $135,918,400, 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 $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 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 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 Sellers’ RepresentativeT1 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 to Buyer in writing its wire transfer instructions for the cash portion, if any, of the T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the Closing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by wire transfer of immediately available funds to the 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 aggregate amount of the Seller Noticeproduct of $4.00 times the number of additional shares of Price Legacy Common Stock issued between the date hereof and the Closing, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transactionif any.

Put Right. Within forty five (a45) From and days after the date that Merger is the first anniversary of the Closing Date completed (the “Redemption DatePut Exercise Period”), Sellers’ Representative each of the Other Contributing Stockholders shall have the right and option (the “SR Put RightOption”) to require Parent Chairman SPV to pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or purchase all but not less than all of the Stock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of Parent Ordinary Shares owned by 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 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 Other Contributing Stockholder (the “Redemption Put Securities”) at a price of US$7.25 per Parent Ordinary Share (the “Put Price”). Upon delivery For the avoidance of doubt, the Put Option of an Other Contributing Stockholder shall automatically expire, and shall thereafter be of no further force or effect, if a Put Exercise Notice (as defined below) from such Other Contributing Stockholder and the payment instruction and other deliverables with respect to the release of the Seller NoticeEscrow Fund (as defined below) contemplated by Section 5.1 of the Escrow Agreement are not deemed to have been duly given to Chairman SPV and the Escrow Agent, as applicable, at or before midnight (iBeijing time) Parent of the last day of the Put Exercise Period pursuant to the instructions set forth in Section 8.11 hereof and Sellers’ Representative Section 10 of the Escrow Agreement, as applicable. Prior to the Merger Closing, Chairman SPV and the Other Contributing Stockholders shall instruct engage a reputable escrow agent (the “Escrow Agent”) and set up one (1) or more escrow accounts with the Escrow Agent to release (the Redemption Shares to Parent, and “Escrow Accounts”). As promptly as reasonably practicable following the Effective Time but not later than three (ii) Parent shall promptly pay to (or as directed by) the Sellers’ Representative, by wire transfer of immediately available funds to the 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 (103) Business Days following Parentafter Chairman SPV’s receipt of the Seller Noticerequired funds to complete the transactions contemplated by this Agreement from its financing source, then Chairman SPV shall deposit an aggregate amount not less than US$8,000,000 (the Redemption Price “Escrow Fund”) into the Escrow Accounts. The release of all or part of the Escrow Fund in connection with the exercise of the Put Option of any Other Contributing Stockholder shall be increased at a rate subject to the terms and conditions of 10% per annum the escrow agreement to be entered among Chairman SPV, the Other Contributing Stockholders and the Escrow Agent (compounded quarterly) until the consummation of such transaction“Escrow Agreement”).

Put Right. (a) From Subject to the conditions set forth in paragraph (b), at any time in the period between the Closing Date and after the date that is the first third anniversary of the Closing Date (the “Redemption Date”"Exercise Period"), Sellers’ Representative the Purchaser shall have the right (the “SR "Put Right”") on one occasion, in its sole discretion, to require Parent the Seller, or a Person designated by the Seller, to pay to purchase from the Sellers’ Representative (for distribution to the Sellers (and to the extent applicablePurchaser all, management but not less than all, of all of the Company pursuant to Purchaser's right, title and interest in the Management Bonus Plan) shares of capital stock of Tuscarora Energy Corp. ("TEC"), currently owned by GEI (the "TEC Shares"), at a price of $18,900,000 (the "Put Price"), as adjusted in accordance with the methodology set forth on Exhibit Cnext succeeding sentence. The Put Price shall be (i) 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 Put Closing Date (as defined below), in respect plus (B) the fair market value of all non-cash distributions of any or type received by TEC from Lockport from the Closing Date to the Put Closing Date, plus (C) the amount of all of payments from the Stock Consideration Seller to any Indemnified Person (except those shares of Stock Consideration that have been registered as defined in an SFX Qualified IPOSection 5.3) pursuant to Section 5.1 from the Closing Date to the Put Closing Date, registered in a Resale Registrationto the extent such payments under this subclause (C) arise from, are by reason of, or are eligible for resale under Rule 144 as in connection with, breaches 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 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 representations and warranties or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). Upon delivery covenants of the Seller Notice, (i) Parent and Sellers’ Representative shall instruct the Escrow Agent herein relating to release the Redemption Shares to Parent, Lockport or TEC and (ii) Parent shall promptly pay increased by the amount of any capital contribution made to (or as directed by) Lockport by TEC from the Sellers’ Representative, by wire transfer of immediately available funds Closing Date to the account or accounts specified by Put Closing Date, provided that the Sellers’ Representative aggregate increases in the Seller NoticePut 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 foregoing, in no event shall the Redemption Price. If the Redemption Put Price is not paid in accordance with the terms hereof within ten (10) Business Days following Parent’s receipt of the Seller Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transactiongreater than $18,900,000.

Put Right. (a) From Subject to the terms and after the date that is the first anniversary conditions of the Closing Date (the “Redemption Date”)this Agreement, Sellers’ Representative Company shall have the right (the “SR Put Right”) to require Parent Buyer to pay to the Sellers’ Representative purchase (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the Management Bonus Plani) 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 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 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 100% ownership interest (the “Redemption PriceT1 Interest”). Upon delivery of the Seller Notice, ) in a newly formed limited liability company (i“Target One”) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parentwholly owned by Price Legacy Corporation (“Price Legacy”) from Price Legacy, and (ii) Parent 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 promptly pay 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 directed bysuch 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 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 adjusted 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”). In lieu of the 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 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 Sellers’ RepresentativeT1 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 to Buyer in writing its wire transfer instructions for the cash portion, if any, of the T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the Closing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by wire transfer of immediately available funds to the 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 aggregate amount of the Seller Noticeproduct of $4.00 times the number of additional shares of Price Legacy Common Stock issued between the date hereof and the Closing, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transactionif any.

Put Right. (a) From and after During a Put Period, the date that is the first anniversary of the Closing Date (the “Redemption Date”), Sellers’ Representative Investor shall have the right (the a “SR Put Right”) to require Parent to pay ), exercisable by delivering an irrevocable written notice to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the 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 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 Put Notice”, and the transaction resulting from a Put Notice, a “Put”), to require the Company (or any its Subsidiaries designated by the Company) delivered to Parent (repurchase all or a portion of the number of SFX Shares so specified in Rollover Investor’s Eligible Put Equity with respect to such Put Period. Promptly after receiving the Seller Put Notice, the “Redemption Shares”Company shall deliver to the Rollover Investor a notice setting forth the Put Price to be paid for the Put Equity and the date (which, subject to the last sentence of this Section 4.14(a), an amount equal to Five Dollars ($5.00shall not be later than 180 days after receipt of the Put Notice) (subject to appropriate adjustment in and place for the event closing of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares Put Right (the closing of such transaction, the “Redemption PricePut Closing”). Upon delivery The Company may elect, in its sole discretion, to pay (or cause to be paid) the Put Price by a combination of the Seller Notice, following: (i) Parent and Sellers’ Representative shall instruct delivery to 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 Company of a wire transfer of immediately available funds in United States dollars or (ii) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by the Rollover Investor or any of his Affiliates to the account Company or accounts specified by any of its Subsidiaries; provided that, if the Sellers’ Representative in Company does not elect a method of payment prior to the Seller NoticePut Closing, the Redemption Price. If the Redemption Put Price is not shall be paid in accordance with foregoing clause (i). Notwithstanding anything in this Section 4.14 to the terms hereof contrary, the Company shall not be required to consummate the Put Closing if any Repurchase Restrictions (as defined below) are in effect; provided, however, that purchases pursuant to this Section 4.14 shall be made within ten (10) 10 Business Days following Parent’s receipt the Repurchase Restrictions no longer being in effect. The Put Right and each Put Notice that was delivered to the Company but not yet subject to a Put Closing (including any Put Closing that is subject to any Repurchase Restrictions) shall terminate upon the earlier to occur of (x) immediately prior to a Public Company Event (as defined below) and (y) the Seller Notice, then the Redemption Price shall be increased at execution of a rate definitive agreement with respect to a Change of 10% per annum Control (compounded quarterly) until the consummation of such transactionas defined below).

Put Right. The Participant shall have the right, but not the obligation, to require the Company to purchase at the Put Price (aas defined below) From and after all or a portion of any Shares received by the date that is the first anniversary Participant as a result of the Closing Date settlement of PRSUs prior to an IPO of the Company (the “Redemption DatePRSU Put Shares”), Sellers’ Representative shall have the right ) (the “SR PRSU Put Right”) to require Parent to pay by delivering written notice to the Sellers’ Representative Company any time during the first August or the first February following the February in which the settlement date of the applicable PRSUs occurs (for distribution or any August or February thereafter) (a “PRSU Put Right Notice”); provided, however, that, if the Company is not permitted by any loan or debt agreement to which the Company or any of its subsidiaries may be a party, or by which any of them may be bound, or the provisions of any applicable law, to purchase the PRSU Put Shares, then the period during which the Participant may deliver the PRSU Put Right Notice will be extended until the date thirty days following the date the Company is permitted to purchase the PRSU Put Shares. The Participant shall deliver to the Sellers (Company certificates or other documentation, if any, representing the PRSU Put Shares free and to clear of all claims, liens or encumbrances at a closing at the extent applicable, management principal office of the Company pursuant to occur within two weeks after the Management Bonus Plan) PRSU Put Right Notice has been delivered, or at such other place and time and in accordance with such manner as may be mutually agreed to by the methodology set forth on Exhibit C), in respect of any or all Participant and the Company. The proceeds from the purchase of the Stock Consideration (except those shares of Stock Consideration that have been registered PRSU Put Shares shall be paid in an SFX Qualified IPO, registered in a 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 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 by wire transfer, which shall be delivered to the account or accounts specified by Participant at the Sellers’ Representative in closing of such purchase. The “Put Price” means 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 Fair Market Value of the Seller Notice, then applicable Shares in effect as of the Redemption Price date on which the PRSU Put Right Notice is delivered. The PRSU Put Right shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transactionexpire upon an IPO.

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) From and after upon the date that is the first anniversary transfer of the Closing Date (Transferred Interest to Buyer, for purposes of calculating the “Redemption Date”), Sellers’ Representative shall have the right (the “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 Company pursuant to the Management Bonus Plan) Price in accordance with Section 8.1(b) of the methodology LLC Agreement, the sum of all cash contributions made by Seller with respect to Seller’s Remaining Interest through the date hereof is equal to [***]; (b) through the date hereof, the amount accrued pursuant to Section 8.1(b)(ii) of the 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 Exhibit C), Seller’s Remaining Interest would be [***] if the Put Price in respect of any or all of Seller’s Remaining Interest was paid to Seller on the Stock Consideration date hereof; and (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of e) 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 amount shall continue to Parent (the 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 accrue with respect to SFX Common StockSeller’s Remaining Interest as set forth in Section 8.1(b) multiplied by of the number LLC Agreement until the Put Price is actually paid (if the Put Right is exercised in the Second Put Window in accordance with Section 8.1(a) of Redemption Shares (the “Redemption Price”LLC Agreement). Upon delivery For the sake of clarity, if the Put Right is exercised pursuant to Section 8.1(a) of the Seller NoticeLLC Agreement during the Second Put Window, the amount referred to in clause (e) of this Section 10 shall accrue as follows: (i) Parent solely for the purposes of calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and Sellers’ Representative shall instruct until the Escrow Agent to release date of exercise of the Redemption Shares to ParentPut Right, at [***] per annum, compounded annually, and (ii) Parent shall promptly pay to (or as directed by) solely for the Sellers’ Representative, by wire transfer purposes of immediately available funds calculating that portion of the NSM Return generated during the period commencing on the date on which the Put Right is exercised and to the account or accounts specified by date the Sellers’ Representative in the Seller Notice, the Redemption Price. If the Redemption Put Price is not paid in accordance with actually paid, at the terms hereof within ten (10) Business Days following Parent’s receipt weighted average per annum return on the NSM Capital as calculated as of the Seller Noticedate the Put Right is exercised, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such transactionannually.

Put Right. During the period beginning on the Warrant Exercise Date and ending on the second (a2nd) From and after the date that is the first anniversary of the Closing Date Warrant Exercise Date, upon the entry by the Company into one or more binding agreements to effect a Fundamental Transaction (as defined in the “Redemption Date”Series B Warrant) or series of liquidity events that result in a Fundamental Transaction (as defined in the Series B Warrant), Sellers’ Representative and for a period of thirty (30) days thereafter, Qxxxxxx shall have the right but not the obligation to require the Purchaser to purchase (the “SR Put Right”) to require Parent to pay to all of the Sellers’ Representative (for distribution to the Sellers (issued and to the extent applicable, management outstanding shares of capital stock of the Company pursuant to the 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 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 owned by the Sellers’ Representative in a Qxxxxxx by providing written notice (a the “Seller Put Notice”) delivered to Parent (the number Company and the Purchaser. Following delivery of SFX Shares so specified in the Seller NoticePut Notice by Qxxxxxx, the “Redemption Shares”)Purchaser shall be obligated to purchase, and Qxxxxxx shall sell all of its shares of capital stock of the Company for 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 aggregate purchase price (the “Redemption Put Purchase Price”)) equal to 1.5 times Qxxxxxx’x currently invested capital ($17,000,000) in the Company. Upon delivery The Purchaser shall deliver payment to the Company of the Seller Notice, Put Purchase Price in any of the following forms (in the Purchaser’s sole discretion) (i) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parentcash by wire transfer of immediately available funds, and (ii) Parent shall promptly pay to shares of Purchaser Common Stock, or (or as directed byiii) the Sellers’ Representative, a combination of cash by wire transfer of immediately available funds to the account or accounts specified by the Sellers’ Representative in the Seller Notice, the Redemption Priceand shares of Purchaser Common Stock. If the Redemption Price is not paid Purchaser determines (in accordance with the terms hereof within ten (10its sole discretion) Business Days following Parent’s receipt to pay all or a portion of the Seller NoticePut Purchase Price by delivering to Qxxxxxx shares of Purchaser Common Stock, then the Redemption Price value of each share of Purchaser Common Stock shall be increased at a rate equal to the 30-day VWAP on the date of 10% per annum (compounded quarterly) until the consummation Put Notice; provided that in no event shall the value of such transactioneach share of Purchaser Common Stock be less than $1.00.