Common use of Put Rights Clause in Contracts

Put Rights. From and after the earlier to occur of (i) the fifth anniversary of the Signing Date or (ii) the occurrence of a Mandatory Redemption Triggering Event (as defined in the Series D Preferred Shares Articles Supplementary), the Holder of this Right may demand that the Company purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at the Put Redemption Price by delivery of a written notice to the Company (each, a “Put Right Notice”) and surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) to the Company at its office maintained pursuant to Section 10.2(a) hereof (the “Put Demand Date”), which Put Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by this Right on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right that is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9.

Put Rights. From If, a Holder determines in good faith during the period commencing May 27, 2001 and after ending September 27, 2001 (in this SECTION 8, the earlier "PUT PERIOD"), that (a) there is no reasonable prospect that a public market for the Common Stock is likely to occur of develop or (ib) the fifth anniversary Registrable Securities held by such Holder cannot be sold pursuant to SECTIONS 2 and 3 at a price per share equal to or greater than a price per share equal to the Net Asset Value, then the terms and provisions of the Signing Date or (ii) the occurrence of a Mandatory Redemption Triggering Event (as defined this SECTION 8 shall be operative. Specifically, in the Series D Preferred Shares Articles Supplementary)instance described in the immediately preceding sentence, the subject Holder shall have the right to sell all or a portion of this Right may demand that its Registrable Securities to the Company, and the Company shall be obligated to purchase all or any portion of this Right (without regard to any limitations on exercise hereofsuch Registrable Securities, at a price per share equal to the Put Redemption Price by delivery of a Net Asset Value. To exercise its rights to sell under this SECTION 8, the subject Holder shall give written notice to the Company (each, a “Put Right Notice”) and surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) that effect to the Company at its office maintained pursuant to Section 10.2(a) hereof (during the “Put Demand Date”)Period, which Put Right Notice notice (in this SECTION 8, called the "EXERCISE NOTICE") shall also specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by Registrable Securities (in this Right on SECTION 8, the Put Demand Date as specified by "SUBJECT SHARES") the subject Holder in such Put Right Notice)is electing to sell. The Company and the subject Holder shall as soon as reasonably practicableconsummate any purchase and sale contemplated under this SECTION 8 at a place and time mutually determined by the Company and the subject Holder, but in any event no later than ten (10) within 15 days after receipt by the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) Company of the definition Exercise Notice. At the closing of Mandatory Redemption Triggering Event, by executing any purchase and delivering to the Holder of sale contemplated under this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this RightSECTION 8, the Company shall issue tender cash to the subject Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares an amount equal to the number of such Right the Subject Shares called for on multiplied by the face Net Asset Value and the subject Holder shall deliver to the Company certificate(s) evidencing the Subject Shares. For purposes of this Right minus SECTION 8, the number of Common Shares representing that portion term "NET ASSET VALUE" shall mean, as of the Right being redeemeddate of the Exercise Notice, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9amount determined by dividing X by Y, the right to purchase Common Shares represented by that portion of this Right that where "X" is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right total assets of the Holder to receive the applicable Put Redemption Price from Company and its subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and its subsidiaries as of such time prepared in accordance with this Section 9 generally accepted accounting principles (exclusive, however, of oil and gas properties), PLUS (ii) the "Calculated Market Value" (as defined below) of such oil and gas properties, MINUS (iii) the total liabilities of the Company and its subsidiaries which would be shown as liabilities on a consolidated balance sheet of the Company and it subsidiaries as of such time prepared in case accordance with generally accepted accounting principles, and where "Y" is the demand for redemption total number of shares of Capital Stock outstanding as of such time. In computing Net Asset Value, the "CALCULATED MARKET VALUE" of oil and gas properties of the Company and its consolidated subsidiaries shall be determined in accordance ss.210.4-10 of Regulation S-X, as promulgated by the Securities and Exchange Commission, except that in making such computation only the following categories (and portions of such categories) of reserves shall be utilized: 90% of proved developed producing reserves; 65% of proved behind pipe reserves; and 50% of proved undeveloped reserves; provided, that the independent petroleum engineers to be used in making the valuation contemplated by this sentence shall be T.J. Smith & Company, Inc., Ryder Scott Company, Netherland Sewell & Xxxxxxxtes, Inc. or such xxxxx xxxxxendent petroleum engixxxxx as shall be designated by the Company and acceptable to the subject Holder. Notwithstanding the foregoing, however, should the Company determine in good faith that the Calculated Market Value of the oil and gas properties of the Company and its consolidated subsidiaries exceeds, at the date of the Exercise Notice, the fair market value of such properties based on then current industry conditions, the Company may, with the consent of the subject Holder is only with respect (such consent not to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described be unreasonably withheld) use such lesser fair market value in this Section 9computing Net Asset Value.

Put Rights. From and For a period of five (5) business days after the earlier Conversion Date with respect to occur of (i) a Transaction-Based Mandatory Conversion, the fifth anniversary holders of the Signing Date Class A Common Stock received in such Mandatory Conversion, or (ii) the occurrence securities or other property thereafter received in exchange for such Class A Common Stock as a result of a the consummation of the transaction or transactions that satisfied the Transaction-Based Mandatory Redemption Triggering Event (as defined in Conversion Conditions, shall have the Series D Preferred Shares Articles Supplementary)right, the Holder of this Right may demand that the Company purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at the Put Redemption Price by delivery of a written notice to the Company or any successor thereto, to cause the Company or any successor thereto to purchase from such holders some or all of such Class A Common Stock or securities or other property at a price equal to the Applicable Redemption Price for the Series A Preferred Stock converted into such Class A Common Stock in effect at such Conversion Date, plus accrued interest at an annual rate of the greater of (eachi) six percent (6%) or (ii) LIBOR (determined as of the date of notice to purchase) plus 400 basis points, since the date of the notice to purchase to Company. If the holders exercise such right, the Company must consummate such purchase and pay the full Applicable Redemption Price plus the accrued interest no later than one hundred and eighty (180) days after receipt of such notice from such holders, failing in which shall be considered a “Put Right Notice”) Default” and surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory such holders shall be entitled to the Company) to rights and remedies set forth in the Company at its office maintained pursuant to Section 10.2(a) hereof following sentence (with the “Put Demand Date”default interest accruing on both the Applicable Redemption Price and the accrued interest), which together with any other rights and remedies at law or in equity. Upon and during the continuation of a Put Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by this Right on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicableDefault, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) the aggregate unpaid Applicable Redemption Price and the accrued interest shall bear interest at a per annum rate of twelve percent (12%) until such Applicable Redemption Price and the accrued interest (plus accumulated accrued default interest) are paid in cash, by wire transfer of immediately available fundsfull, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering Company shall be liable to the Holder holders of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to Series A Preferred Stock for their reasonable costs of addressing the Put Redemption Price payable to Default, including the Holderreasonable out of pocket fees and expenses of their attorneys, or and (iii) any combination holder of clause Series A Preferred Stock may at any time and from time to time judicially enforce its right to be paid to the fullest extent that the Company may lawfully pay the Applicable Redemption Price and the accrued interest (i) andplus accumulated accrued default interest). Notwithstanding any other provision of this Certificate of Designation, if applicable, clause (ii) any default interest accrued and if the election made pursuant to owing under this Section 9 is only with respect shall be paid all in cash. Upon and as a condition to a portion the consummation of this Rightany transaction or transactions that satisfy the Transaction-Based Mandatory Conversion Conditions, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right that is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only cause any acquiring party with respect to a portion such transaction or transactions to specifically assume the obligations of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9.

Put Rights. From and At any time after the earlier to occur of (i) the fifth anniversary of the Signing Date or (ii) the occurrence of a Mandatory Redemption Triggering Event (as defined in the Series D Preferred Shares Articles Supplementary)Event, the each Warrant Holder of this Right may demand that the Company purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at the Put Redemption Price by delivery of a deliver written notice to the Company Issuer of its intention to require the Issuer to purchase for cash all of the Warrants and Non-Public Warrant Shares then owned by such Warrant Holder (each, each a “Put Right Notice”). Within thirty (30) days of receipt of such notice, the Issuer shall purchase such Warrants and surrender Non-Public Warrants Shares for cash. In the event any Triggering Event is rescinded or otherwise voided for any reason, the Warrant Holders may elect to rescind its notice to require the Issuer to make such purchase and such notice shall be deemed void and of this Right no effect. The purchase price the Issuer shall pay for each Warrant or Non-Public Warrant Share, as the case may be, shall be the greater of: (or an affidavit A) the Market Price of loss a Warrant Share on the date of such notice, less, in form and substance reasonably satisfactory to the case of a Warrant, the Exercise Price, (B) the Market Value divided by the total number of shares of the Company’s entire equity outstanding or deemed outstanding, including, without limitation, Common Stock on a Fully-Diluted Basis, less, in the case of a Warrant, the Exercise Price or (C) to the Company at its office maintained pursuant to Section 10.2(a) hereof book value of the Issuer, as determined in good faith by the Issuer and Holder, divided by the total number of shares of the Company’s entire equity outstanding or deemed outstanding, including, without limitation, Common Stock on a Fully-Diluted Basis, less, in the case of a Warrant, the Exercise Price (the “Put Demand DateRedemption Price”), which Put Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to . Each Warrant Holder may exercise its rights under this Section 9 (which portion 14(a) in whole or in part, and at any time and from time to time on or after the occurrence of any Triggering Event. If for any reason the Issuer shall be determined by fail to pay its obligations under this Section 14(a) when due, interest at a number of Common Shares otherwise represented by this Right per annum rate equal to the Default Rate, compounded daily, shall accrue on the Put Demand Date as specified by unpaid principal amount of such unpaid obligations until paid in full in cash. Following any such default in payment, at the Holder in such Put Right Notice). The Company option of any Warrant Holder, Issuer shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable promptly issue to such Warrant Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right a promissory demand note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holderany unpaid amounts, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to bearing interest at a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares rate per annum equal to the number Default Rate, compounded daily, with the Issuer required to use any available cash to pay any accrued interest and unpaid principal on such note. Such rights shall be in addition to all other rights and remedies available to any Warrant Holder upon a breach by the Issuer of its obligations under this Section 14(a). The Issuer shall provide each Warrant Holder with 30 days prior written notice of any Triggering Event to the extent the Issuer has knowledge of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right that is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9Triggering Event.

Put Rights. From and after (a) In the earlier to occur of (i) event that, at any time following the fifth anniversary of the Signing Date or Closing Date, the Company has not completed a Qualified IPO, each Investor may, by written notice given to the Company, elect to cause the Company to acquire from it all of the securities (iithe "PUT") held by it against payment by the occurrence Company of a Mandatory Redemption Triggering Event the purchase price therefor (the "PUT PRICE"), which Put Price per share of Preferred Stock shall be equal to the Liquidation Preference (as defined in the Series D Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (i) accreted and unpaid dividends on the Preferred Shares Articles Supplementary), Stock shall be calculated through and including the Holder of this Right may demand that date on which the Company purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at pays the Put Redemption Price by delivery of a written notice pursuant hereto, and (ii) the amount that would have been paid to the Company (eachholders of the Preferred Stock in a liquidation, a “Put Right Notice”) and surrender dissolution or winding up of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) to the Company at its office maintained pursuant to Section 10.2(a) hereof (the “Put Demand Date”), which Put Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion if such Preferred Stock had been converted in full into Common Stock shall be determined by a number an investment banking firm of Common Shares otherwise represented by this Right on the Put Demand Date as specified nationally recognized standing selected by the Holder in Majority of Investors. Such investment banking firm shall have 30 days to make such Put Right Notice)determination. The Company In reaching such determination, such investment banking firm shall as soon as reasonably practicable, but in any event no later than ten base its appraisal solely upon the value of the entire common equity (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vion a fully diluted basis) of the definition Company as of Mandatory Redemption Triggering Event, by executing the date of such determination and delivering as an ongoing business (without giving effect to any discount relating to the Holder fact that such shares are not publicly tradeable), multiplied by the percentage of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put Redemption Price payable to the Holder, or (iii) any combination Put. Upon receipt of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this Rightsuch valuation, the Company shall issue have 20 days to object to such valuation by providing notice of such objection to the Holder a new Right or Rights of like tenorInvestor. If the Company shall so object, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, Company shall have the right to purchase Common Shares represented engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by that portion the Company. If, upon completion of this Right that is being redeemed pursuant such valuation by the second investment banking firm, the two investment banking firms are able to this Section 9 agree upon a valuation, such agreed-upon value shall terminatebe utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall engage a third investment banking firm of nationally recognized standing, who shall perform a valuation of such shares on the basis described above and shall, within a period of 30 days after the date of its engagement, select the valuation determined by either the investment banking firm engaged by the Company or the investment banking firm engaged by the Investors, and this Right such valuation shall represent (i) be utilized for purposes of determining the right Liquidation Preference. Any and all expenses incurred as a result of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption such evaluations shall be borne by the Holder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9Company.

Put Rights. From and In the event that within eighteen (18) months after ---------- the earlier to occur of Initial Funding Date (i) the fifth anniversary of the Signing Date or Merger has not closed and (ii) the occurrence of a Mandatory Redemption Triggering Event AOP (as defined in the Series D Preferred Shares Articles Supplementary), the Holder of this Right may demand that the Company purchase all or any portion of this Right (without regard to any limitations successor) has not closed on exercise hereofan IPO, at AOP shall notify the Put Redemption Price by delivery of Investors that it will have its business as a written notice to the Company (each, whole appraised on a “Put Right Notice”) and surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) to the Company at its office maintained pursuant to Section 10.2(a) hereof (the “Put Demand Date”), which Put Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by this Right on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) going concern basis in accordance with the procedures set forth in this Section 9, 2(e) (the "Appraisal"). Each ------------ Investor shall have the right to purchase Common elect, by delivering written notice to the Company during the thirty (30) day period following delivery of the Appraisal, to have AOP redeem all, but not less than all, of the Shares represented then held by that portion such Investor (the "Put"). The price to be paid for the Shares upon exercise of this Right the Put shall be their fair market value based on the Appraisal (the "Fair Market Value"). Payment shall be made in immediately available funds within forty-five (45) days after delivery of the Appraisal. AOP and the Investors shall use reasonable efforts to agree on a single MAI certified appraiser to conduct the Appraisal. If they are unable to agree on a single appraiser within 15 days after the date that is being redeemed pursuant eighteen (18) months after the Initial Funding Date, the Appraisal shall be conducted by a panel of three MAI certified appraisers qualified to appraise AOP on a going concern basis, one of whom shall be selected by AOP, one of whom shall be selected by Investors then holding a majority in interest of the Shares within 10 days after AOP's selection of an appraiser, and the third of whom shall be selected by the first two within three days after the first two are selected. Each appraiser, within 15 days after the third such party is so selected, shall submit to AOP and the Investors a determination of such Fair Market Value, and the mean of the two closest determinations shall be the Fair Market Value. AOP and the Investors shall each pay fifty percent (50%) of the cost of the Appraisal. PSI shall be deemed to have consented to all transfers of AOP's assets necessary to effect the payments required by this Section 9 shall terminate2(e), and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9.if any. ------------

Put Rights. From and after the earlier to occur of (i) the fifth anniversary of the Signing Date or (ii) the occurrence of a Mandatory Redemption Triggering Event (as defined in the Series D Preferred Shares Articles Supplementary), the Holder of this Right Warrant may demand that the Company purchase all or any portion of this Right Warrant (without regard to any limitations on exercise hereof, including, without limitation, pursuant to Section 1.1.3 hereof) at the Put Redemption Price by delivery of a written notice to the Company (each, a “Put Right Notice”) and surrender of this Right Warrant (or an affidavit of loss in form and substance reasonably satisfactory to the Company) to the Company at its office maintained pursuant to Section 10.2(a11.2(a) hereof (the “Put Demand Date”), which Put Right Notice shall specify that portion of this Right Warrant that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by issuable pursuant to this Right Warrant on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right Warrant a promissory note in the form attached hereto as Exhibit BC, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) ), and if the election made pursuant to this Section 9 is only with respect to a portion of this RightWarrant, the Company shall issue to the Holder a new Right Warrant or Rights Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Warrant Shares equal to the number of such Right Warrant Shares called for on the face of this Right Warrant minus the number of Common Shares representing that portion of the Right Warrant being redeemed, as set forth in the applicable Put Right Rights Notice. Upon surrender of this Right Warrant (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right Warrant that is being redeemed pursuant to this Section 9 shall terminate, and this Right Warrant shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only with respect to a portion of this RightWarrant, a new Right Warrant or Rights Warrants for the remaining portion of this Right Warrant as described in this Section 9.

Put Rights. From and after 3.1 In the earlier event (a "Put Event") that the Company has not completed an initial public offering of its common stock pursuant to occur a registration statement which has become effective under the Securities Act of 1933 (i) "Initial Public Offering"), on or prior to the fifth anniversary of the Signing date of this Agreement (the "Put Trigger Date") then at any time after the Put Trigger Date NetRatings shall have the right to sell to the Company (the "Put Option"), all, but not less than all, of the Shares owned by NetRatings or its permitted transferees (such Shares to be put by NetRatings hereunder being referred to as the "Put Shares") at a price per share to be determined by the Board of Directors of the Company, which price shall reflect the Board of Directors' good faith estimate of the current fair market value of the Shares (without giving effect to any discount to reflect the fact that the Shares represent a minority interest in the Company). If NetRatings elects to exercise the Put Option, it shall do so by delivering written notice (the "Put Notice") to the Company within thirty (30) business days following (i) the Put Trigger Date, or (ii) any anniversary of the occurrence Put Trigger Date. The Company shall notify ACN and NetRatings of the fair market value so determined within twenty (20) business days after receipt of a Mandatory Redemption Triggering Event (as defined in Put Notice. If NetRatings disputes the Series D Preferred Shares Articles Supplementary), fair market value set by the Holder Board of this Right may demand that the Company purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at the Put Redemption Price Directors by delivery of a giving written notice to the Company (each, a “Put Right "Dispute Notice”) and surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company") to the Company at its office maintained pursuant to Section 10.2(awithin twenty (20) hereof business days (the “Put Demand Date”)"Dispute Period") after being informed of the fair market value determination, which Put Right Notice shall specify that portion of this Right the fair market value (without giving effect to any discount to reflect the fact that the Company shall redeem pursuant to this Section 9 (which portion Shares represent a minority interest in the Company) shall be determined by an investment banking firm of national reputation which shall be selected by the Board of Directors not later than thirty (20) business days following receipt of the Dispute Notice, with the cost of such determination to be divided equally between the Company and NetRatings, and which determination shall be final and binding upon the parties. If the Board of Directors does not receive a number Dispute Notice within the Dispute Period, the decision of Common Shares otherwise represented by this Right the Board of Directors as to fair market value shall be final and binding on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right that is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the Holder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9parties.