Economic Hardship Put Request. If, prior to the consummation of a Qualified Public Offering, an Economic Hardship Event occurs with respect to a Management Stockholder, then such Management Stockholder or such Management Stockholder’s legal representative or trustee, as the case may be, shall have the right to require (an “Economic Hardship Put Request”) that the Company purchase all or a portion of such Management Stockholder’s Rollover Shares at Fair Market Value; provided, however, that in no event shall the Company be obligated to honor an Economic Hardship Put Request made after the date which is ninety (90) days following the end of the fiscal year in which the event or events constituting the Economic Hardship Event occur(s). In addition to the other restrictions in this Section 5(c), all Economic Hardship Put Requests shall be subject to the following limitations: (i) the maximum value of Rollover Shares which any Management Stockholder will be permitted to sell to the Company in the aggregate (taking into account any prior exercises of the Economic Hardship Put Request by such Management Stockholder) shall not exceed 75% of the Management Stockholder’s total original invested capital in the Company (in each case, with such maximum value determined based on the Fair Market Value of the Rollover Shares at the time of the proposed sale) and (ii) the Company shall not be required to purchase Rollover Shares (A) for each fiscal year that ends prior to the fifth anniversary of the Closing Date, in excess of an aggregate maximum value (for all Management Stockholders taken together) of $5 million per fiscal year, (B) for each fiscal year that ends after the fifth anniversary of the Closing Date but prior to the seventh anniversary of Closing Date, in excess of an aggregate maximum value (for all Management Stockholders taken together) of $20 million per fiscal year and (C) for each fiscal year that ends after the seventh anniversary of the Closing Date, in excess of an aggregate maximum value (for all Management Stockholders taken together) of $30 million per fiscal year (in the case of each of clauses (A), (B) and (C), with such maximum value determined based on the Fair Market Value of the Rollover Shares at the time of the proposed sale).
