Common use of Call Option Clause in Contracts

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, 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 in▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d thereunder, and any goodwill and other intangible assets s set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to Dr. Schmisseur under Section 2.1(b)(i) of the Affiliation Agre▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schmisseur under Section 2.1(b)(ii) of the Affiliation Agreement, ▇▇▇▇ (▇) ▇▇e value of the assets, tangible and intangible, described in Clauses (a) and (bthat number of shares of Omega Common Stock issued to Dr. Schmisseur under Section 2.1(b)(iii) of this Section 3 the Affiliation Agreement, ▇▇▇▇ ▇▇▇▇▇ ▇o be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.*

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, 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 o▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book value sum of (x) the amount of cash paid to Dr. Feldman under Section 2.1(b)(i) of the assetsAffiliation Agreement, tangible and intangible, described in Clauses ▇▇▇▇ (a▇) and (b▇▇e original principal amount of the Purchase Note issued to Dr. Feldman Section 2.1(b)(ii) of this the Affiliation Agreement, plus (▇) ▇▇▇ ▇▇▇ue of that number of shares of Omega Common Stock issued to Dr. Feldman under Section 3 2.1(b)(iii) of the Affiliation Agreeme▇▇, ▇▇▇▇ ▇alue to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Longworth contemplated thereunder, a▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d thereunder, and any goodwill l 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to Dr. Longworth under Section 1.1(a)(i) of the ▇▇▇▇▇▇▇▇▇▇▇ Agreement, plus (y) the original principal amount of the Purchase Note issued to Dr. Longworth under Section 1.1(a)(ii) of the ▇▇▇▇▇▇▇▇▇▇▇ ▇▇reement, plus (z) the value of the assets, tangible and intangible, described in Clauses (a) and (bthat number of shares of Omega Common Stock issued to Dr. Longworth under Section 1.1(a)(iii) of this Section 3 the ▇▇▇▇▇▇▇▇▇▇▇ Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the lesser of the fair market value or the amortized book value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book fair market value of such assets to each of the MSO and the New PC, and the amortized book fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. In addition to the foregoing, If Dr. Holt exe▇▇▇▇▇▇ ▇he Call Option prior to the registration of the Omega Stock held by Dr. Holt as ▇ ▇▇▇▇▇▇ of the Affiliation Agreement and Asset Purchase Agreement dated May 1, 1998 by and between the parties, then Dr. Holt may, ▇▇ ▇▇▇ option, tender such stock then held by him to Omega, at the price it was originally granted to him. The foregoing shall not apply once such Stock is registered. Further, if Dr. Holt ex▇▇▇▇▇▇▇ the Call Option within two (2) years of the Effective date of this agreement, then Omega shall refund to Dr. Holt si▇▇▇-▇▇▇▇ (65%) percent of the net management fees actually received by Omega during the term of the MSO Agreement. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics endodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, 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. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) an amount equal to the value of the assets, tangible and intangible, described in Clauses (a) and (boption granted to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement (the "Option"). The Option shall be value at an amount equal to the difference, if any, between the Average Market Value Price (as defined below in this Section 3 3) of OMEGA Stock and IPO Price (as defined in Section 2.1(b)(i) of the Affiliation Agreement), multiplied by the number of shares of Omega Common Stock granted in the Option. The Average Market Value Price shall be determined by averaging the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, 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. ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book value of the assets, tangible and intangible, described in amounts called for under Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇▇▇▇Leonard contemplated thereunder, an▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d thereunder, and any goodwill l 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book fair market value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book fair market value of such assets to each of the MSO and the New PC, and the amortized book fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the value of the assets, tangible and intangible, described in Clauses (a) and (bthat number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of this Section 3 the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(i) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of the assets, tangible and intangible, described in Clauses (a) and (bthat number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of this Section 3 the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 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) Assign to, or grant a waiver in favor of of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of the assets, tangible and intangible, described in Clauses (a) and (bthat number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of this Section 3 the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC PC, at fair market 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 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) Assign to, or grant a waiver in favor of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC 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 intangiblessupplies, set forth on 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) Assign to, or grant a waiver in favor of of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Gray contemplated thereunder, and any ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇d thereunder, and any goodwill l 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, such; and (c) Assign to the New PC (which it shall 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 New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call OptionOption (the "Call Option Notice"). Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the amortized book fair market value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book fair market value of such assets to each of the MSO and the New PC, and the amortized book fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of (w) if the sum Call Option Notice is received by the MSO during the first year following the date of this Agreement, $400,000 in cash, the cancellation of the Purchase Note and the return of the shares of Omega Common Stock received by Dr. Gray under Section 1.1(a)(iii) (the "Omega ▇▇▇▇▇▇"), (x) if the Call Option Notice is received by the MSO during the second year following the date of this Agreement, $300,000 in cash, the cancellation of the Purchase Note and the return of any Omega Shares then owned of record or beneficially by Dr. Gray, (y) if the Call Option Notice is ▇▇▇▇▇▇▇▇ by the MSO during the third year following the date of this Agreement, $200,000 in cash, the cancellation of the Purchase Note and the return of any Omega Shares then owned of record or beneficially by Dr. Gray and (z) thereafter, the lesser of (iA) the ▇▇▇ ▇▇preciated book value of the assets described in Clause (a) of this Section 3 plus or (iiB) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero$100,000.