Common use of Put Option Clause in Contracts

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ Dr. Schneekluth contemplated thereunder, and any goodwill and other intangible ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ble assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ Dr. Schneekluth at least twenty (20) calendar days prior to the date specified in ▇▇▇▇▇▇▇▇▇ ▇▇ such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekl▇▇. ▇ ▇▇▇▇▇ contemplated ▇▇▇▇▇▇▇d thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Schneek▇▇. ▇▇ ▇▇ ▇▇▇▇▇ at least twenty ▇wenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").. It is understood and agreed that Dr. Schneekl▇▇▇ ▇▇▇▇ ▇▇▇▇inue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ Dr. Feldman contemplated thereunder, and any goodwill and other intangible ot▇▇▇ ▇▇▇▇▇▇ible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ Dr. Feldman at least twenty (20) calendar days prior to the date specified ▇▇▇▇▇▇▇▇▇ in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. Dr. Whitaker ▇▇▇▇▇ contemplated ▇▇▇▇▇▇▇d thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitake▇ ▇▇. ▇ ▇▇▇▇▇ at least twenty ▇▇enty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").. It is understood and agreed that Dr. Whitaker ▇▇▇▇ ▇▇▇▇▇▇ue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) PurchasePurchase from the MSO at book value any goodwill and other intangible assets set forth on the Balance Sheet, by obtaining and obtain from the MSO an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ Dr. Schmisseur contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts▇▇▇ ▇▇▇ ▇▇▇▇▇acts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ Dr. Schmisseur at least twenty (20) calendar days prior to the date specified in ▇▇▇▇▇▇▇▇▇ ▇▇ such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at the greater of the fair market value or the book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at the greater of the fair market value or book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. Dr. Holt co▇▇▇▇▇ contemplated ▇▇▇▇ed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. Dr. Holt at ▇▇▇▇▇ at least twenty ▇▇enty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Holt wil▇ ▇▇▇▇▇nue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C. Notwithstanding the foregoing, in the event of Dr. Holt, ne▇▇▇▇▇ ▇▇ega nor the MSO shall be entitled to exercise the Put Option against Dr. Holt's e▇▇▇▇▇.

Put Option. The MSO shall have Subject to Section 1.3.3(a) above, the Put Option may be exercised by the Meridian Group at any time within fifteen (15) days after the CIT Maturity Date by delivery of a put option notice (the "a “Put Option"Option Notice”) to require Orion or its designee stating the New PC, upon termination date on which the transfer of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant title to the performance of its obligations under the Management Services Agreement and all other assetsTriton Rig Assets shall occur, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding which date shall in no event be more than ten (10) days after the date of such termination or expiration prepared in accordance with GAAP Put Option Notice (the "Balance Sheet") “Option Settlement Date”). Upon receipt of a Put Option Notice, Orion or its designee hereby unconditionally and irrevocably agrees to reflect operations accept and acquire from TMR Drilling, and TMR Drilling unconditionally and irrevocably agrees to transfer to Orion or its designee, good and complete or indefeasible title to the Triton Rig Assets free and clear of all Liens other than Permitted Liens, in each case on the MSO in respect Option Settlement Date, such transfer to be effected by delivery by the TMR Drilling to Orion of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇a ▇▇▇▇ contemplated thereunderof Sale substantially in the form of Exhibit C hereto. To the extent the Triton Rig Assets have been in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries at all times from the date hereof through and including the Option Settlement Date, the transfer of the Triton Rig Assets shall otherwise be “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. To the extent the Triton Rig Assets are not in the possession, use, operation, or control of Orion or any goodwill and other intangible assets set forth on the Balance Sheetof its affiliates, reflecting amortization lessees, licensees, or depreciation subsidiaries as of the restrictive covenantsCIT Maturity Date, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations the Triton Rig Assets shall be transferred to Orion in a condition substantially similar to the condition of the MSO Triton Rig Assets at the time such assets ceased to be in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries, reasonable wear and which relate solely tear excepted (the “Asset Put Condition”). Orion and TMR Drilling shall jointly (and if the Parties are unable to agree, then independently) establish and document the condition of the Triton Rig Assets immediately prior to the performance of its obligations under time when the Management Services Agreement Triton Rig Assets are removed from Orion’s possession, using a joint inspection process, outside inspectors, or the properties subleased in respect such other means as each Party may reasonably require (and at their own respective costs for any inspectors or advisors hired by each such Party). Prior to acceptance of the Orthodontic Offices. If Triton Rig by Orion in connection with the MSO desires to exercise its of the Put Option, Orion shall be entitled to order (at its sole cost) an inspection by an independent third party acceptable to the MSO shall give written notice Meridian Group and Orion to confirm that the condition of such election assets satisfies the Asset Put Condition. Any such inspection shall be completed within ten (10) days of the date of the Put Option Notice and shall be binding upon the parties. Upon confirmation by such inspection that the condition of the Triton Rig Assets meets the Asset Put Condition, Orion agrees that the transfer of the Triton Rig Assets shall be pursuant to the New PC and ▇▇. ▇a ▇▇▇▇ of Sale substantially in the form of Exhibit C hereto and “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. If such inspection confirms that the Triton Rig Assets do not meet the Asset Put Condition, then the Meridian Group shall satisfy the unpaid Net Cumulative Balance and Other Meridian Obligations by making the Meridian Cash Payment described in Section 1.3.3(a)(i) above. The Parties agree that if at least twenty (20) calendar days any time prior to the Option Settlement Date, the Triton Rig Assets (or any portion thereof) suffer a casualty and as a result thereof are destroyed, irreparably damaged, or uneconomical to repair, the Meridian Group shall be entitled to satisfy their delivery obligation under the Put Option by remitting to Orion (in lieu of the Triton Rig Assets) a cash payment equal to the fair market value, as of the date specified immediately preceding such casualty, of the Triton Rig Assets subject to such casualty. At least ten (10) days immediately preceding the Option Settlement Date, the Meridian Group shall provide its calculation of such fair market value (the “Meridian Value Notice”). If Orion disagrees with such fair market value calculation of the Meridian Group, Orion shall notify the Meridian Group of such disagreement (the “Orion Disagreement Notice”) within ten (10) days of Orion’s receipt of the Meridian Value Notice, and within five (5) days of the Orion Disagreement Notice each party shall appoint an independent appraiser that is a member of the American Society of Appraisers and is qualified in the appraisal of rigs of a type similar to the Triton Rig as evidenced by a current designation in such notice regard from the American Society of Appraisers. Such appraisers shall have ten (10) days to submit an appraisal of the Triton Rig to the parties, which appraisal shall be consistent with the principles of the Uniform Standards of Appraisal Practice and the parties shall negotiate in good faith for no longer than ten (10) days thereafter to resolve the disputed matter with a final calculation of such fair market value. If the parties are unable to reach a resolution based on the reports of such appraisers, then within ten days (10) of the expiration of such negotiation period, the parties shall appoint a mutually agreeable independent arbitrator and promptly submit to such arbitrator and each other each of their last, best offers with respect to such fair market value calculation. The arbitrator shall be limited to awarding only one or the other of the two offers so submitted, which award shall be made within ten (10) days after appointment of such arbitrator. Orion (for itself an on behalf of its subsidiaries and affiliates) hereby agrees that any and all unpaid Accrued Meridian Obligations as of the date for of consummation of the closing Put Option shall be deemed to be satisfied and discharged in full upon the consummation of the Put Option. Any exercise of the Put Option , without any other action by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price")any Party.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, but not ▇▇. ▇▇▇▇▇▇ individually, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase Subject to Section 3.1 hereof, at any time on and from the MSO at book value all earlier of (1) the leasehold improvements, fixtures, furniture, furnishings and equipment comprising date falling 10 months from the date hereof (or located at any later date as may be agreed in writing between the Orthodontic OfficesParties from time to time, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared electronic mail in accordance with GAAP clause 5.4 below or otherwise) and (2) the "Balance Sheet") to reflect operations occurrence of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with a ▇▇. ▇▇▇▇▇ contemplated thereunderInsolvency Event, and any goodwill and other intangible assets set forth on until the Balance Sheetdate falling 36 months from the date hereof (the “Option Period”), reflecting amortization or depreciation of the restrictive covenantsHolder shall have the right (such right, and any goodwill and other intangible assets; and (c) Assume all debt and all contractsthe “Option”), payables and leases which are obligations of but not the MSO and which relate solely obligation, to exercise an option to sell to the performance Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of its obligations under all the Management Services Agreement or the properties subleased rights and interests in respect of the Orthodontic Offices. If Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the MSO desires relevant Put Exercise Percentage of each of the following: (i) ownership of all Securities provided to exercise its Put Optionthe Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the MSO shall give written notice of such election to “Option Interests” and the New PC and ▇▇. ▇▇▇▇▇ at least twenty (20) calendar days prior to Put Exercise Percentage thereof being, the date specified “Exercised Option Interests”), in such notice as the date each case, for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and Exercise Price. (b) of this Section 2 (collectively, The Put Exercise Percentage set out in each Exercise Notice shall not exceed the "Put Price")Exercise Percentage Cap.

Put Option. The MSO shall have Tower hereby grants TIC the option right (the "Put OptionPUT OPTION"), during the period commencing on the Effective Date (as defined below) to sell all or part of the Equipment and the rights purchased pursuant to the Equipment Agreements to which such Equipment relate (together the "PURCHASED ASSETS") to require Tower, in consideration for the New PCaggregate consideration paid by TIC, upon termination in connection with such Purchased Assets (hereinafter, the "PURCHASE PRICE" as more fully defined in Section 3 hereof). TIC may exercise the Put Option on all or part of the Management Services Agreement Purchased Assets by delivering a written notice to Tower (the MSO under Section 10.2 thereof or "PUT NOTICE"), and upon expiration receipt, Tower shall be obligated to purchase such Purchased Assets and pay the Purchase Price within fifteen (15) days of receipt of the Term of the Management Services AgreementPut Notice, to: (a) Purchase from the MSO at book value all of the leasehold improvementsor such later date as directed by TIC, fixturesprovided, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto that such payment shall be made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding no later than the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations consummation of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇Investment. ▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely Notwithstanding anything to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of contrary herein the Put Option by may only be exercised in the MSO shall be made by an aggregate payment event and to the extent that the Purchased Assets have not been uncrated, used or installed for the benefit or in the facilities of a party other than Tower and if TIC elects under the Put Option to sell to Tower any of the amounts computed under Clauses (a) and (bPurchased Assets labeled as belonging to a Set of Equipment in Annex A1 or A2, at the discretion of Tower, TIC shall also sell all or part of the other Purchased Assets belonging to such Set of Equipment to Tower, provided that if the relevant Supplier does not supply any portion of a Set of Equipment to Tower, TIC shall not be required to sell to Tower such portion(s) of this Section 2 (collectively, the "Put Price")Set of Equipment.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic OfficesOffice, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at of the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic OfficesOffice, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Villa contemplated thereunder, and any ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic OfficesOffice. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ Dr. Villa at least twenty (20) calendar days prior to ▇▇▇▇▇ ▇▇ the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").