Put/Call Agreement Sample Contracts

Premier – Unit Put/Call Agreement (October 7th, 2013)

This UNIT PUT/CALL AGREEMENT (the Agreement) is effective as of July 1, 2013 (the Effective Date) by and among Premier, Inc., a Delaware corporation, as purchaser (Premier), and each of Premier Healthcare Solutions, Inc., a Delaware corporation, Premier Purchasing Partners, L.P., a California limited partnership (together with its successors and assigns, Premier LP), and each of the other Persons listed on Schedule I hereto, as sellers (each a Seller and collectively, the Sellers).

Premier – Form of Unit Put/Call Agreement (August 26th, 2013)

This UNIT PUT/CALL AGREEMENT (the Agreement) is made effective as of July 1, 2013 (the Effective Date) by and between Premier, Inc., a Delaware corporation, as purchaser (Premier), and each of the Persons listed on Schedule I hereto, as sellers (each a Seller and collectively, the Sellers).

Premier – Form of Unit Put/Call Agreement (August 12th, 2013)

This UNIT PUT/CALL AGREEMENT (the Agreement) is made effective as of July 1, 2013 (the Effective Date) by and between Premier, Inc., a Delaware corporation, as purchaser (Premier), and each of the Persons listed on Schedule I hereto, as sellers (each a Seller and collectively, the Sellers).

Amendment to Put/Call Agreement (May 3rd, 2013)

This Amendment dated as of February _25__, 2013 (this "Amendment") to that certain Put/Call Agreement (the "Agreement") dated as of November 1, 2012 by and among Emeritus Corporation ("Emeritus"), EmeriCare NOC LLC ("Buyer") and each of the Minority Members set forth on the signature pages hereto and thereto.

Taylor Morrison Home Corporatio – Put/Call Agreement (April 15th, 2013)

This PUT/CALL AGREEMENT (this Agreement) is entered into as of April 9, 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the Company) and each of the entities identified on Schedule 1 hereto (each a Seller and collectively, the Sellers).

Taylor Morrison Home Corporatio – Put/Call Agreement (April 4th, 2013)

This PUT/CALL AGREEMENT (this Agreement) is entered into as of [ ], 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the Company) and each of the entities identified on Schedule 1 hereto (each a Seller and collectively, the Sellers).

Put/Call Agreement (March 4th, 2013)

This Put/Call Agreement (this "Agreement") is made as of November 1, 2012 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), and each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members").

Put/Call Agreement (April 14th, 2011)

THIS PUT/CALL AGREEMENT, dated as of April 13, 2011 (this Agreement), is by and between Deerfield Capital Corp., a Maryland corporation (Parent), and CIFC Parent Holdings LLC, a Delaware limited liability company (the Company Stockholder) (each referred to herein as a Party to this Agreement and collectively referred to as the Parties).

Put/Call Agreement (December 22nd, 2010)

THIS PUT/CALL AGREEMENT, dated as of [ ], 2011 (this Agreement), is by and between Deerfield Capital Corp., a Maryland corporation (Parent), and CIFC Parent Holdings LLC, a Delaware limited liability company (the Company Stockholder) (each referred to herein as a Party to this Agreement and collectively referred to as the Parties).

Put/Call Agreement (December 22nd, 2010)

THIS PUT/CALL AGREEMENT, dated as of [ ], 2011 (this Agreement), is by and between Deerfield Capital Corp., a Maryland corporation (Parent), and CIFC Parent Holdings LLC, a Delaware limited liability company (the Company Stockholder) (each referred to herein as a Party to this Agreement and collectively referred to as the Parties).

MedCath Corporation – Put/Call Agreement (December 14th, 2010)

This PUT/CALL AGREEMENT (this Agreement) dated as of August 20, 2010 by and among SAN ANTONIO HOSPITAL MANAGEMENT, INC., a North Carolina corporation (the General Partner), SAN ANTONIO HOLDINGS, INC., an Arizona corporation (formerly known as Venture Holdings, Inc., SAH; SAH and the General Partner are sometimes referred to herein as the MedCath Partners), MEDCATH INCORPORATED, a North Carolina corporation (MedCath), S.A.H.H. HOSPITAL MANAGEMENT, LLC, a Texas limited liability company (the Investor General Partner), and S.A.H.H. INVESTMENT GROUP, LTD., a Texas limited partnership (the Investor Limited Partner) and S.A.H.H. MANAGEMENT COMPANY, LLC, a Texas limited liability company which is the general partner of the Investor Limited Partner (the ManageCo GP; ManageCo GP together with the Investor General Partner and the Investor Limited Partner are sometimes referred to herein collectively as the Physician Partners).

Funding, Investor Fee and Put/Call Agreement (April 15th, 2010)

This Funding, Investor Fee and Put/Call Agreement (Agreement) is made and entered into as of the 8 th day of April, 2010 (the Effective Date), by and among Seneca Biodiesel Holdco, LLC, a Delaware limited liability company (Holdco), Seneca Landlord, LLC, an Iowa limited liability company formerly known as REG Seneca, LLC (Landlord), Renewable Energy Group, Inc., a Delaware corporation (REG), REG Intermediate Holdco, Inc., a Delaware corporation (REGIH) and REG Seneca, LLC, an Iowa limited liability company (Opco) (each of Holdco, Landlord, REG, REGIH and Opco, a Party and collectively, the Parties).

PlanetOut Inc. – PUT/CALL AGREEMENT by and Among: REGENT ENTERTAINMENT MEDIA INC., a Delaware Corporation, and REGENT RELEASING, L.L.C., a Texas Limited Liability Company (For Purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 Only); And PlanetOut Inc., LPI Media Inc., and SpecPub, Inc., Each a Delaware Corporation; Dated as of August 12, 2008 (August 13th, 2008)

This Put/Call Agreement is entered into as of August 12, 2008 (this Agreement) by and among REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation (the Buyer), LPI Media Inc., a Delaware corporation (LPI), SpecPub, Inc., a Delaware corporation (SPI), and PlanetOut Inc., a Delaware corporation (PlanetOut and, collectively with LPI and SPI, the Sellers) and, for purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 only, REGENT RELEASING, L.L.C., a Texas limited liability company (Regent).

Emerald Dairy Inc – Waiver and First Amendment to Put/Call Agreement (April 15th, 2008)

THIS WAIVER AND FIRST AMENDMENT TO PUT/CALL AGREEMENT is dated as of April 9, 2008 (this "Amendment"), by and between EMERALD DAIRY INC., a Nevada corporation (the "Company"), and GRAND ORIENT FORTUNE INVESTMENT LTD., a limited liability company organized and existing under the laws of the British Virgin Islands (the "Shareholder"). Capitalized terms used and not otherwise defined herein are used as defined in the Put/Call Agreement (as defined below).

Emerald Dairy Inc – Waiver and First Amendment to Put/Call Agreement (April 15th, 2008)

THIS WAIVER AND FIRST AMENDMENT TO PUT/CALL AGREEMENT is dated as of April 9, 2008 (this "Amendment"), by and between EMERALD DAIRY INC., a Nevada corporation (the "Company"), and FORTUNE LAND HOLDING LTD., a limited liability company organized and existing under the laws of the British Virgin Islands (the "Shareholder"). Capitalized terms used and not otherwise defined herein are used as defined in the Put/Call Agreement (as defined below).

Congoleum Corporation – Put/Call Agreement (February 22nd, 2008)

This PUT/CALL AGREEMENT (the "Agreement"), dated as of _____________ (the "Agreement Date"), is made and entered into by and between Congoleum Corporation, a Delaware corporation (as a debtor in possession and a reorganized debtor, as applicable, the "Company"), [Congoleum Plan Trust to be formed on Effective Date of Plan] (the "Trust"), Plainfield Special Situations Master Fund Limited ("Plainfield"), DWS High Income Fund, DWS High Income VIP and DWS High Income Plus Fund, DWS High Income Trust, DWS Balanced Fund, DWS Strategic Income Fund, DWS Multi Market Income Trust, DWS Balanced VIP, DWS Strategic Income VIP and DWS Strategic Income Trust (collectively, "DWS" and each an "Initial Backstop Participant" and collectively, the "Initial Backstop Participants"), and any other Eligible Bondholder (as defined below) that elects to become a party hereto prior to the Election Deadline (as defined below), if any, by executing a counterpart signature page in the form of Exhibit A attached h

Congoleum Corporation – Order Under Section 363 of the Bankruptcy Code Provided for in the Put/Call Agreement (February 22nd, 2008)

Upon the Joint Motion for Entry of an Order Under Section 363 of the Bankruptcy Code (A) Approving the Put/Call Agreement, (B) Approving the Commitment Fee, (C) Authorizing the Debtors to Reimburse Certain Fees and Expenses Incurred in Connection Therewith and (D) Authorizing the Parties to Perform All of Their Obligations and Undertakings Provided for in the Put/Call Agreement (the "Motion") and upon consideration of the supporting papers and the files and records in these cases, and upon the arguments presented at a hearing before the Court (the "Hearing"),

Put/Call Agreement (August 21st, 2007)

PUT/CALL AGREEMENT (this Agreement) made and entered into as of August 21, 2007 by and between ION Media Networks Inc., a Delaware corporation (the Company), CIG Media LLC, a Delaware liability company (CIG), and NBC Universal, Inc., a Delaware corporation (NBCU).

PUT/CALL AGREEMENT DATED AS OF OCTOBER 11, 2005 by and Among MINTO BUILDERS (FLORIDA), INC., INLAND AMERICAN REAL ESTATE TRUST, INC., MINTO HOLDINGS INC. AND HOLDERS OF COMMON STOCK AND SERIES a PREFERRED STOCK AS LISTED ON SCHEDULE a HERETO (October 17th, 2005)

This PUT/CALL AGREEMENT (this Agreement), dated as of October 11, 2005, is made and entered into by and among Minto Builders (Florida), Inc., a Florida corporation (the Company), Inland American Real Estate Trust, Inc., a Maryland corporation (Inland), Minto Holdings Inc., a Canadian corporation incorporated under the laws of Ontario (Minto Holdings), the holders of common stock, par value $1.00 per share (the Common Stock), of the Company listed on Schedule A hereto (the Common Stock Holders) and the holders of 3.5% Series A redeemable preferred stock, par value $0.01 per share, of the Company (the Series A Preferred Stock) listed on Schedule A hereto (the Series A Holders).

Put/Call Agreement (March 2nd, 2005)

PUT/CALL AGREEMENT, dated as of July 7, 2004 (this Agreement), by and among H-LINES HOLDING CORP., a Delaware corporation (H-Lines) and each of the optionholders signatory hereto (each, an Optionholder). H-Lines and the Optionholders are each individually referred to herein as a Party and together collectively referred to herein as the Parties.