Common use of Put Clause in Contracts

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, 1999 between the parties. The price per share shall be the greater of W (i) "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-one half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offeringOffering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, 1999 between the parties. The price per share shall be the greater of W (i) "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may require The Company and the Purchaser hereby agree that, provided that the Purchaser is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within one (1) Trading Day of the date hereof, put all or any portion of the Purchaser Series 1 Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Put”) to redeem these the Purchaser. To exercise this right, the Company must deliver to the Purchaser an irrevocable written notice (a “Put Notice”) in substantially the form set forth in Exhibit B hereto, indicating therein the portion of unexercised portion of the Purchaser Series 1 Warrants or to which such Put Notice applies. If the shares conditions set forth below for such Put are satisfied from the period from the date of common stock issued upon the Put Notice through and including the Put Date (as defined below), then the Purchaser shall (a) deliver an executed Notice of Exercise covering any portion of the Purchaser Series 1 Warrants subject to such Put Notice at 6:30 p.m. (New York City time) and (b) the aggregate cash exercise price for such exercise of the Purchaser Series 1 Warrants at any time beginning April 23, 2004 and prior to the bank account set forth on the Company’s signature page hereto on the second (2nd) Trading Day after the date on which the Put Notice is received by the Purchaser (such date and time, the “Put Date”). Any unexercised portion of the Purchaser Series 1 Warrants to which the Put Notice does not pertain will be unaffected by such Put Notice. The parties agree that any Notice of Exercise delivered following a Put Notice which covers less than all of the Purchaser Series 1 Warrants shall first reduce to zero the number of Warrant Shares subject to such Put Notice prior to reducing the remaining Warrant Shares available for purchase under the Purchaser Series 1 Warrants. For example, if (A) the Purchaser Series 1 Warrants then permits the Purchaser to acquire 100 Warrant Shares, (B) a Put Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Put Date the Purchaser tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Put Date the Purchaser will be required to tender a Notice of Exercise with respect to 25 Warrant Shares, (y) the Company, in the time and manner required under the Purchaser Series 1 Warrants, will have issued and delivered to the Purchaser 50 Warrant Shares in respect of the exercises following receipt of the Put Notice, and (z) the Purchaser may, until the Termination Date, exercise the Purchaser Series 1 Warrants for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Put Notices). Subject again to the provisions herein, the Company may deliver subsequent Put Notices for any portion of this Warrant for which the Purchaser shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth herein, the Company may not deliver a Put Notice of any Purchaser Series 1 Warrant (and any such Put Notice shall be void), unless, from the date on which the Put Notice is received by the Purchaser through the Put Date, (1) the Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined honored in accordance with the following formula: Value = terms of such Purchaser Series 1 Warrant all Notices of Exercise delivered by 6:30 p.m. (EBITDA + Extraordinary Expense-Extraordinary IncomeNew York City time) times seven plus cash on the Put Date, and cash equivalents minus Long Term Debt EBITDA (2) a registration statement shall be defined effective as to all Warrant Shares and the earnings prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Purchaser, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. In addition, the Company agrees that, after a Put Notice hereunder, in the event that any exercise by the Purchaser of the Company before interestPurchaser Series 1 Warrants that would cause the Purchaser to exceed the Beneficial Ownership Limitation in Section 2(e) of the Purchaser Series 1 Warrants, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall only issue such number of Warrant Shares to the Purchaser (as instructed in writing by the Purchaser) that would not cause the Purchaser to exceed the maximum number of shares of Common Stock permitted under the Beneficial Ownership Limitation with the balance of such Warrant Shares to be held in abeyance until the greater of balance (ior portion thereof) EBITDA for may be issued in compliance with the last fiscal year immediately preceding Beneficial Ownership Limitation. The Purchaser shall provide written notice to the redemption Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to shall promptly be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee issued to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, Purchaser when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed Purchaser provides notice that the business of Purchaser holds less than the Company is ongoingBeneficial Ownership Limitation. The mean of the values determined Defined terms used in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, this Section 1 but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest defined herein shall have the meanings ascribed to such terms in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently appliedPurchaser Series 1 Warrants.

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, 1999 between the parties. The price per share shall be the greater of W (i) "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Expense -Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offeringOffering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W (i) "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to redeem these Warrants or purchase from such Management Stockholder and the shares Permitted Transferees of common stock issued such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Warrants Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause at any time beginning April 23on or after the fifth anniversary of the date hereof, 2004 then, at any time within one year after the sixth anniversary hereof, the Management Stockholder and prior the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereof. The Management Put Option shall be exercised by delivery of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of date the Company shall be the greater required to purchase such shares of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined Common Stock and any Options owned by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy such Management Stockholder and the latter is not under any compulsion to sell, both having reasonable knowledge Permitted Transferees of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently appliedManagement Stockholder.

Put. Optionee may During (a) the thirty (30) day period following the Reference Date or (b) the ten (10) day period following the date that the Company gives the SNR Members written notice of a Liquidation Event or a Deemed Liquidation Event if such notice precedes the expiration of the period set forth in clause (a) (including, for the avoidance of doubt, if such notice precedes the Reference Date), SNR shall have the right (the “Put Right”) to require the Company to redeem these Warrants or the shares of common stock issued upon exercise purchase all (but not less than all) of the Warrants collective Interests held by the SNR Members at any time beginning April 23a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the SNR Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “SNR Capital”), 2004 plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and prior including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23Put Price is actually paid, 1999compounded annually, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed minus (iii) all distributions (other than tax distributions made pursuant to by Company and Optionee, Section 3.1(b)) previously made or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be deemed made to the SNR Members by the Company (collectively, the “SNR Return”); provided, that, if (x) SNR and/or the Company has acted, or failed to act, in a manner that is a Significant Violation, and (y) the Auction Benefits of the License Company are reduced or eliminated as the result of such Significant Violation, then, upon a complete redemption (including the receipt by the SNR Members of the full redemption price per share determined in cash) of the SNR Member’s Interests as set forth in Section 11.4, the Put Right shall be void and unenforceable and the applicable provisions of Section 11.4 shall govern. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently appliedSecurities Exchange Act.