Common use of Call Right Clause in Contracts

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject to If the last sentence Participant's employment with the Company and/or its Subsidiaries terminates for any of this subsection the reasons set forth in clauses (aA), upon Xxxxxx'x deathwith the exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company, within 120 days after such date, the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is hereinafter referred to as the "Exercise Date.Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (B) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (hereinafter referred to as the "Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii): (cA) The total consideration if the Participant's active employment with the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in Section 4(b)(i)(A) or Section 4(b)(i)(B); provided that the Company's rights under this Section 4(b) shall not be available in the event of the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the lines of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in Section 6 of this Agreement), the Company shall have the right and option to purchase within 90 days after such date as the Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii)(A); provided that in the case of Option Shares issued 180 days or less prior to the date that the Company receives notice of Participant's engagement in Competitive Activity, the Participant shall be required to sell such Option Shares no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares. (ii) If the Company desires to exercise one of its options to purchase Option Shares pursuant to this Section 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in Section 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "Call Notice"). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on the 60th day after the giving of the Call Notice. Subject to the provisions of Section 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the appropriate purchase price by cashier's or certified check payable to the members Participant or by wire transfer of immediately available funds to an account designated by the Xxxxxxx Group collectively for all Participant. (iii) In the event of a purchase by the Subject Shares Company pursuant to Section 4(b)(i), the purchase price shall be (in each case after taking account of any prior purchases pursuant to Section 4(b)(i)): (A) if the Participant engages in "Gross Purchase Price") will be an amount Competitive Activity" (as defined in Section 6 of this Agreement), a price per Option Share equal to the sum lesser of (A) Fair Market Value (measured as of the amounts determined "Activity Date" (as defined in accordance with the following formula for each series Section 6 of High Vote Stock included this Agreement)) and (B) Cost; (B) in the Subject Shares: 110% case of a termination of employment described in Section 4(b)(i)(A), Section 4(b)(i)(B), (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the product Fair Market Value of such Option Shares and Cost and (y) if such termination occurs after the Per Share date which is 18 months from the date of this Agreement, the Fair Market Value for of such series Option Shares (measured as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included Call Notice); and (C) in the Subject Shares (such amountcase of a termination of employment described in Section 4(b)(i)(C), as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be price per Option Share equal to the quotient obtained by dividing lesser of (iA) the Series Stock Fair Market Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements measured as of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. Call Notice) and (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.B)

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Xxxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate the Estate or for Xxxxxx'x estate the Estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Xxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, Holder may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group RepresentativeEstate, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights heretofore or hereafter granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement any Person and otherwise on terms customary for similar agreements (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect effect, but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group RepresentativeHolder, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative Holder at least two (2) Business Days before the Closing Date. (g) In the event that there are multiple Holders at the commencement of the Call Period, then the provisions of this Section 2.2 and of Section 3 shall be applied to each Holder separately, with the applicable shares of High Vote Stock beneficially owned by a Holder being the Subject Shares with respect to such Holder and each Holder being entitled to make an election pursuant to Section 2.2(d), and to have an election made by the Company with respect to it pursuant to Section 3.1, without regard to the elections made pursuant to said Sections by or with respect to the other Holders.

Call Right. (ai) Subject Except as otherwise agreed to by the Company, upon any Management Member ceasing to be employed by the Company or its Subsidiaries (a “Terminated Member”) for any reason (a “Termination Event”), subject to the last sentence provisions of this subsection (aSections 7.09(a)(ii), upon Xxxxxx'x death(iii) and (iv), 7.09(a)(iii), 7.09(b) and 7.09(c) hereof, the Company shall have the right option to purchase, and if such option is exercised, such Terminated Member shall sell, and shall cause any Permitted Transferees of such Terminated Member to sell, to the Company all or any portion of the Units owned by such Management Member and such Permitted Transferees designated by the Company (the "Call Right"“Termination Units”) on the date of the occurrence of such Termination Event at a price per Termination Unit equal to the Termination Price (as determined pursuant to Section 7.09(d) below) of the Termination Units. (ii) With respect to each Termination Unit (other than Rollover Units in the event that the Terminated Member terminates for Good Reason or the Company terminates the Terminated Member without Cause, in which case Section 7.09(c) shall apply), exercisable by action of the Independent CommitteeCompany shall notify a Terminated Member in writing, within the Call Period with respect to such Termination Units, whether the Company will exercise its right to purchase such Termination Units (the date on which a Terminated Member is so notified, the “Call Notice Date”). (iii) The Company shall have the option to assign its right to purchase all but not less than all or any portion of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right Termination Units under this Section 2.2 unless it concurrently exercises its corresponding call right under 7.09 to the corresponding provisions Class A Members on a pro rata basis in proportion to the number of the Xxxxxx Call Agreement. (b) The Company Units held by such Class A Member and any such Class A Member may exercise the Call RightCompany’s rights under this Section 7.09 in the same manner in which the Company could exercise such rights. In the event that the Company determines that it will assign its right to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Termination Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Termination Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Termination Units to be purchased up to such exercise Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the "Company Notice"“Electing Call Members”) to each Member and each such Permitted Transferee, if any notice of the number of Termination Units not subscribed for. The Electing Call Members shall have five (collectively, the "Holder"), at any time during the period commencing on and including 5) days from the date of Xxxxxx'x death and ending such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Call Members agree upon) of all or any part of the Termination Units not purchased by such other Class A Members. (iv) The closing of the purchase by the Company of Termination Units pursuant to Section 7.09(a) shall take place at the Close principal office of Business the Company on the 50th day date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the dateCall Notice Date; provided, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% event the Terminated Member has not held the Termination Units for a period of the product of the Per Share Value for such series as of 180 days after the date of Xxxxxx'x deathgrant, multiplied by the number of shares closing shall occur immediately following the expiration of such series included in 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Subject Shares (such amount, Termination Units to the same extent as to each series, the "Series Purchase Price"original transferee). In calculating any Series Purchase Price or the Gross Purchase PriceAt such closing, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for Company shall pay the corresponding series Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of High Vote Stock duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Per Share Value of Terminated Member and/or such corresponding series of High Vote Stock. The shares Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Units to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Holder on or prior to the Closing Date Termination Units by any Person selling such Termination Units pursuant to which the Company this Section 7.09 shall grant be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to the Holder registration rights such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderTermination Units. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence terms and conditions set forth in this Agreement, in the event that the Company determines that additional borrowings are required or desirable for the operation of this subsection (a), upon Xxxxxx'x deathits business, the Company shall have the right to require the Purchasers to purchase up to Ten Million Dollars ($10,000,000) in aggregate principal amount of the New Notes, subject to the following restrictions: (i) at any time on or after the Initial Closing Date until the ninetieth (90th) day following the date Stockholder Approval is obtained (the "Call Right Expiration Date") and provided no Event of Default (as defined in the Amended Notes) has occurred, the Company shall have the right to require the Purchasers to purchase Five Million Dollars ($5,000,000) in aggregate principal amount of the New Notes; and (ii) provided no Event of Default (as defined in the Amended Notes) has occurred, at any time after the date Stockholder Approval is obtained until the Call Right Expiration Date, the Company shall have the right to require the Purchasers to purchase the New Notes with an aggregate principal amount equal to the difference of (a) Ten Million Dollars ($10,000,000) less (b) the aggregate principal amount of New Notes purchased pursuant to clause (i) of this Section 2.3(a), each at a cash purchase price equal to the principal amount of the New Notes purchased (collectively, the "Call Right"); provided, exercisable by action however, that in no event shall the aggregate principal amount of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof New Notes issuable hereunder exceed Ten Million Dollars (collectively for all Members and Permitted Transferees, the "Subject Shares"$10,000,000). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may shall exercise its Call Right by providing written notice to the Purchasers, which notice shall set forth the aggregate principal amount of the New Notes the Company desires to sell to the Purchasers and the proposed date of the closing of the sale. If the proposed date of the closing of the sale of the New Notes pursuant to the Call RightRight is any date subsequent to the Initial Closing Date (each, by giving written notice of such exercise (the a "Company NoticeSubsequent Closing") to each Member and each then such Permitted Transferee, if any date shall be no more than twenty (collectively, the "Holder"), at any time during the period commencing on and including 20) Business Days nor less than five (5) Business Days after the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares giving of such series included in notice. At the Subject Shares (such amount, as to Initial Closing or each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoingSubsequent Closing, as the Xxxxxxx Group Representativecase may be, on behalf the aggregate principal amount of the Holder, may elect, subject New Notes to be purchased by each Purchaser shall be in the rights same proportion as the total aggregate principal amount of the Company pursuant to Section 3.1, July 2003 Notes purchased by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx Purchaser pursuant to the Xxxxxx Call Original Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock bears to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder$30,000,000. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence terms and conditions set forth herein, except as set forth in Article 13, at any time following the third anniversary of this subsection (a)the Effective Date, upon Xxxxxx'x death, the Company CEC shall have the right (the "“Call Right"”) to acquire, or cause one or more of the CEC Members to acquire, all or a portion of the Class A Units held by CAC (such Class A Units, the “Called Units”), exercisable by action and, if such Call Right is exercised with respect to all or a portion of Class A Units, CAC, acting at the direction of the Independent Committee, to purchase all but not less than all holders of a majority of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member outstanding Class A Common Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b7.5(c) hereof (collectively for all whether by a written consent of such holders or a resolution adopted by such holders at a duly held meeting of the holders of Class A Common Shares), may elect to require CEC to acquire, or cause one or more of the CEC Members and Permitted Transfereesto acquire, the "Subject Shares"corresponding Class A Common Shares in lieu of all or such portion of the Called Units held by CAC (“CAC Share Election”) for the Call Price determined in accordance with Section 7.5(e); provided that in connection with any partial exercise of the Call Right, if CAC makes a CAC Share Election at any time, CAC shall be deemed to have made a CAC Share Election in connection with any future partial exercise of the Call Right without having to take any further action, including, without limitation, calling a meeting of the holders of Class A Common Shares as set forth in Section 7.5(c). The Company may not In connection with any exercise its of the Call Right under this Section 2.2 unless it concurrently exercises its corresponding Right, in the event that (i) any additional Class B Units have been issued, (ii) a call right under is being exercised in respect of such additional Class B Units, and (iii) a CAC Share Election has been made, CEC shall, in its discretion, be permitted to (x) cause such additional Class B Units to be acquired in connection with the corresponding provisions exercise of such call right to be exchanged for Class B Common Shares, and then (y) purchase such Class B Common Shares (in lieu of such additional Class B Units) in connection with the Xxxxxx Call Agreementexercise of such call right. (b) Notwithstanding anything to the contrary set forth in this Section 7.5, CEC may not exercise the Call Right unless such exercise of the Call Right has been approved by a majority of its Disinterested CEC Directors. The Company Call Right may be exercised by CEC for less than 100% of the then outstanding Class A Units or Class A Common Shares, as the case may be, no more than three times; provided that until such time as the Call Right has been exercised in respect of all of the Class A Units of CAC, any Class A Units (or, in the event that there has been a CAC Share Election, Class A Common Shares) so acquired in connection with any such partial exercise of the Call Right shall be automatically converted to Class B Units (or, in the event that there has been a CAC Share Election, Class B Common Shares) immediately following the acquisition by CEC or any CEC Members. In the event that there has been a CAC Share Election and the Class A Common Shares so acquired in connection with any partial exercise of the Call Right have been automatically converted to Class B Common Shares, the corresponding Class A Units shall be converted to Class B Units and such Class B Units shall continue to be held by CAC. For the avoidance of doubt, any such Class A Units (or, in the event that there has been a CAC Share Election, Class A Common Shares) which are converted to Class B Units (or, in the event that there has been a CAC Share Election, Class B Common Shares) in accordance with the foregoing shall not be subject to the liquidation preference applicable to Class A Units set forth in Section 12.2. (c) CEC may exercise the Call Right by providing an irrevocable written notice (the “Call Notice”) to CAC and the Company at least 90 days prior to the desired effective date such purchase (the “Call Effective Date”), which notice shall include (x) the amount and type of Units subject to the Call Right, by giving written notice and (y) the form of consideration to be paid for such Units. Promptly following the receipt of any Call Notice, unless a CAC Share Election has already been made in connection with a prior exercise of the Call Right, CAC and CEC shall reasonably cooperate to jointly prepare and file with the SEC a joint proxy statement/prospectus relating to (i) a proxy statement for a meeting of the holders of Class A Common Shares regarding the exercise of a CAC Share Election in respect of such exercise of the Call Right and all future exercises of the Call Right, and (ii) a registration statement in which such proxy statement shall be included as a prospectus, in connection with the "Company Notice"registration under the Securities Act of the shares of CEC Common Stock to be issued in connection with the Call Right to (1) the holders of Class A Common Shares to the extent that a CAC Share Election is made, or (2) CAC to the extent that a CAC Share Election is not made. In addition, each of CAC and CEC shall prepare and file with the SEC any other filings as and when required or requested by the SEC in connection therewith. Each of CAC and CEC shall use all commercially reasonable efforts to (A) file such proxy statement/prospectus within 30 days of the receipt of the Call Notice by CAC, (B) respond to any comments made by the SEC with respect to such proxy statement, registration statement and any other filings, and (C) to cause such registration statement to become effective as promptly as practicable. Each of CAC and CEC shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of such proxy statement, registration statement and any other filings. The proxy statement shall include the recommendation of the CAC Board with respect to the exercise of a CAC Share Election. As promptly as practicable after such registration statement shall have become effective, CAC shall mail the proxy statement to the holders of Class A Common Shares. CAC shall call and hold a meeting of the holders of Class A Common Shares no later than 30 Business Days following the later of the date that the registration statement is declared effective and the date that the proxy statement is mailed for the purpose of voting upon the exercise of a CAC Share Election. Promptly following such meeting, CAC shall provide a written notice to CEC indicating whether CAC is making a CAC Share Election in respect of such exercise of the Call Right (subject to the proviso in Section 7.5(a)). After delivery of such notice, CEC (or its designees) shall be obligated to pay the Call Price and close on such exercise of the Call Right as soon as reasonably practicable thereafter (whether or not a CAC Share Election is made), subject to extension to the extent necessary to satisfy applicable regulatory approvals. In addition, following such notice and without limiting the foregoing, CAC and CEC may determine in their discretion to structure any such exercise of the Call Right as a merger of a merger vehicle with and into CAC, with CAC surviving such merger. Notwithstanding any of the foregoing to the contrary, in the event that the SEC fails, within 270 days from the filing of such CEC registration statement, to (i) clear the proxy statement for mailing to the holders of the Class A Common Shares, or (ii) declare such CEC registration statement effective, due to any action, inaction, disclosure, omission, accounting or other matter related to CAC (and that is not attributable to CEC), in each Member case, that is in CAC’s control, then any CAC Share Election shall be deemed automatically withdrawn and each such Permitted TransfereeCEC will purchase the Called Units, if as provided in the Call Notice. (d) Promptly upon receiving any (collectivelyCall Notice, the "Holder")Company shall retain an Appraiser as the Managing Member shall select, at any time during subject to the period commencing on and including the date consent of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed CEC (such periodconsent not be unreasonably withheld, the "Call Period"delayed or conditioned). The date Appraiser shall determine the Company Appraised Value no later than 30 days after the receipt of the Call Notice is given by the Company. The determination of the Appraised Value by the Appraiser shall be binding on CAC and CEC. The fees and expenses of the Appraiser shall be borne fully by the Company. CAC and CEC shall reasonably cooperate with the Appraiser in its determination of the Appraised Value (and any updates thereto) and shall provide such information to the Holder Appraiser as is referred reasonably requested by the Appraiser from time to as the "Exercise Datetime." (ce) The total consideration payable to the members purchase price in respect of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will each Called Unit shall be an amount equal to the sum greater of (i) the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Unit Appraised Value for such series as of the date the Call Price is paid, subject to a maximum annual Internal Rate of Xxxxxx'x death, multiplied by Return of 25% as of the number of shares date the Call Price is paid in respect of such series included Total Capital Contributions applicable to such Class A Unit, or (ii) the sum of (x) the Total Capital Contributions in respect of such Class A Unit, and (y) an amount sufficient to provide, after taking into account the Subject Shares aggregate amount distributed in respect of each Called Unit pursuant to Section 6.3 hereof (such amount, but excluding amounts distributed in respect of each Called Unit pursuant to Section 6.4 hereof) a 10.5% annual Internal Rate of Return as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition date the Call Price is paid in respect of "beneficially owned," be such Total Capital Contributions applicable to such Class A Unit, assuming, solely for the purposes of the calculation of the Internal Rate of Return under this Section 7.5(e), that the Total Capital Contributions of CAC were deemed to be beneficially owned by more than one MemberUtilized Capital Contributions on the Effective Date (the “Call Price”). (df) The Gross Purchase At CEC’s option, to be indicated in the Call Notice, the Call Price may be paid by CEC (or its designees) in either cash or CEC Common Stock or a mix thereof; provided that the cash portion of the Call Price will not exceed 50% of total consideration in any exercise of the Call Right. For the avoidance of doubt, at each exercise of the Call Right, the cash portion of the Call Price may not exceed 50% of total Call Price delivered in connection with such exercise of the Call Right. Any CEC Common Stock to be issued as all or a portion of the Call Price will be payable in cash orvalued at its Fair Market Value, net of a customary market discount (calculated on a sliding scale as to any series 2% of High Vote Stock included in the Subject Shares, in fully paid discount for each 5% of market capitalization such newly issued common stock would represent) and nonassessable shares of Low Vote Stock expenses (fixed at 2% of the corresponding seriesCall Price in all cases). (g) The Call Right may be exercised by CEC only if, or any combination at the time of such exercise: (i) the CEC Common Stock (x) is listed for trading and trades on a national securities exchange, and (y) issuable upon exercise of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included Call Right in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected beingfull will represent, in the aggregate, not more than 50% of the "Gross total CEC Common Stock Value"(the “Cap”) issued and outstanding giving effect to the exercise of the Call Right (calculated based on the assumed exercise of the entire Call Right in respect of all Units held by CAC and assuming an exercise of the Call Right entirely for CEC Common Stock). The Gross Purchase Notwithstanding the foregoing, in the event that the Call Price less is to be paid with a mix of cash and CEC Common Stock, the Gross Stock Value is herein referred to Cap shall be reduced proportionately based on the ratio of cash paid as a part of the "Closing Date Amount". Subject Call Price to the Company's right aggregate Call Price; provided that, in each case, the Cap is calculated based on the assumed exercise of the entire Call Right in respect of all Units held by CAC; (ii) CEC has (x) a minimum Liquidity Amount of $1 billion, and (y) a maximum Net Debt Leverage Ratio of 9.0x; (iii) no default or event of default has occurred and is in effect under any Financing Agreement of CEC or any of its Subsidiaries; and (iv) CEC and CAC enter into a resale registration rights agreement substantially in the form attached hereto as Exhibit D on the Call Effective Date (the “Resale Registration Rights Agreement”). (h) Notwithstanding anything to elect the contrary set forth in this Section 7.5, the Call Right set forth under this Section 7.5 shall be exercisable by any Person that receives a Transfer of all of the Class B Units as to require a public sale which such Call Right is applicable; provided that (x) such Transfer is made in accordance with Section 3this Agreement, and (y) any Call Right exercised by such Transferee is made upon the same terms and conditions as applicable to CEC hereunder, including, without limitation, as to the Call Price, the Closing Date Amount shall be delivered to consideration in the Xxxxxxx Group Representative, form of CEC Common Stock and cash and the limitations on behalf of all Members CEC Common Stock and Permitted Transferees who held any of cash comprising the Subject Shares purchased Call Price as set forth in cash on the Closing Datethis Section 7.5. (ei) If For the Holder has timely elected in accordance avoidance of doubt, CEC shall have a call right with Section 2.2(d) respect to receive all or any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock Units that are not Class A Units and are issued to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will an Additional Member that is not have been registered for sale under the Securities Act and may not be sold except a CEC Member pursuant to an effective registration statement Section 5.2(b) or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except 5.2(c), on terms and conditions as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise mutually agreed by the Company Managing Member and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateCEC.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x Upon Mxxxxx’x death, the Company shall have the right (the "“Call Right"”), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "“Company Notice"”) to each Member and each such Permitted Transferee, if any (collectivelyeach, the "a “Holder"”), at any time during the period commencing on and including the date of Xxxxxx'x Mxxxxx’x death and ending at the Close of Business on the 50th 21st day after the date, following Xxxxxx'x Mxxxxx’x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate the Estate or for Xxxxxx'x estate the Estate to act through its personal representative(s) has been completed (such period, the "“Call Period"”). The date the Company Notice is given to the Holder is referred to as the "“Exercise Date."” (c) The total consideration payable to the members of the Xxxxxxx Mxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series “Purchase Price"”). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "“beneficially owned," ” be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, or in fully paid and nonassessable shares of Low Vote Stock of the corresponding seriesStock, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, each Holder may elect, subject to the rights of the Company pursuant to Section 3.1, elect by written notice given to the Company at least 60 sixty (60) days prior to the Closing Date (the "“Holder Election Notice"”); provided, however, that if such Holder does not timely deliver a Holder Election Notice pursuant hereto, such Holder shall have been deemed to elect to receive the entire Purchase Price in cash. The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, portion being the "Series “Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"”). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "“Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date”. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote StockValue. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement registration rights agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement shares on terms customary for similar agreements (the "“Registration Rights Agreement"”). The certificates for the book-entry shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect effect, but shall be free of any rights of the Company hereunder, including the Call Right and all other rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group RepresentativeHolder, be paid by wire transfer of next day immediately available funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative Holder at least two (2) Business Days before the Closing Date. (g) In the event that there are multiple Holders at the commencement of the Call Period, then the provisions of this Section 2.2 shall be applied to each Holder separately, with the applicable shares of High Vote Stock beneficially owned by a Holder being the Subject Shares with respect to such Holder and each Holder being entitled to make an election pursuant to Section 2.2(d), without regard to the elections made pursuant to said Sections by or with respect to the other Holders.

Call Right. (a) Subject Upon the occurrence prior to a Public Offering Event of a Call Event with respect to an Employee Holder or a Select Roll-Over Investor, GEI, the Mezzanine Investors and the Select Roll-Over Investors (subject to the last proviso in the first sentence of this subsection (a)Section 3.1, upon Xxxxxx'x death, the Company on a Pro Rata Amount basis) shall have the right (the "Call Right"), exercisable by action of the Independent Committee, an option to purchase from (i) such Employee Holder all but not less than all or a portion of the shares of High Vote Capital Stock beneficially owned by each Member at the time such Employee Holder and (ii) such Select Roll-Over Investor all or a portion of Xxxxxx'x death and all but not less than all 73% of the shares of High Vote Capital Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) such Select Roll-Over Investor on the date hereof (collectively for all Members pro rata among the shares of Common Stock and Preferred Stock owned by such Select Roll-Over Investor), or, in each case, their Permitted Transferees, transferees pursuant to Section 2.3 of this Agreement or affiliates, in the "Subject Shares"following circumstances: (i) in the event of the termination of an Employee Holder’s employment with the Company or any of its subsidiaries for Cause (the “Employee Holder Cause Call Option”); and (ii) in the event of the termination of (A) a Select Roll-Over Investor’s employment with the Company or any of its subsidiaries for any reason or (B) an Employee Holder’s employment with the Company or any of its subsidiaries for any reason not described in clause (a) above, including, without limitation, termination by the Employee Holder without Good Reason or termination by the Company or a subsidiary without Cause or by the Employee Holder for Good Reason or the death, retirement or permanent disability of such Employee Holder (the “Ordinary Call Option” and, together with the Employee Holder Cause Call Option, the “Call Options”). (iii) The Ordinary Call Option will, as to each Employee Holder, (i) expire upon the first anniversary of the date hereof as to 20% of the shares of each series of Capital Stock owned by such Employee Holder on the date hereof (and as to any shares of Capital Stock acquired after the date hereof, the periods identified in this Section 3.2(c) shall be applied from the date of acquisition of such shares of Capital Stock), and (ii) expire as to an additional 20% of such shares of each series of Capital Stock on each subsequent anniversary through the fifth anniversary of the date hereof (or in the case of a later acquisition, on each subsequent anniversary of the date of such acquisition). Any Employee Holder Cause Call Option will not expire and the aggregate number of shares of each series of Capital Stock subject to such Employee Holder Cause Call Option shall equal all shares of each series of Capital Stock owned by the Employee Holder. (iv) The Company may not exercise its Ordinary Call Right under Option will, as to each Select Roll-Over Investor, (i) expire upon the first anniversary of the date hereof as to 20% of the shares of each series of Capital Stock subject to the Ordinary Call Option and owned by such Select Roll-Over Investor on the date hereof (and as to any shares of Capital Stock acquired after the date hereof, the periods identified in this Section 2.2 unless it concurrently exercises its corresponding call right under 3.2(c) shall be applied from the corresponding provisions date of acquisition of such shares of Capital Stock), and (ii) expire as to an additional 20% of such shares of each series of Capital Stock on each subsequent anniversary through the fifth anniversary of the Xxxxxx Call Agreementdate hereof (or in the case of a later acquisition, on each subsequent anniversary of the date of such acquisition). (b) The Company may exercise consideration to be paid per share of Common Stock shall be equal to (a) in the case of an Employee Holder Cause Call Right, Option or a resignation by giving written notice of such exercise an Employee Holder without Good Reason (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectivelyas defined in Section 3.6), the "Holder"), at any time during lower of (i) the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment Cost (as defined in Section 3.7) per share of the personal representative(sCommon Stock and (ii) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members Fair Market Value per share of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts Common Stock determined in accordance with the following formula for each series of High Vote Stock included Section 3.7 and (b) in the Subject Shares: 110% case of an Ordinary Call Option, the Fair Market Value per share of the product Common Stock determined in accordance with Section 3.7. The cash purchase price to be paid per share of Preferred Stock will be equal to the Per Share Value for such series as applicable liquidation preference on a per share basis. If any of GEI, the date Mezzanine Investors or the Select Roll-Over Investors purchase less than their entire Pro Rata Amount of Xxxxxx'x death, multiplied by the number of shares of Capital Stock subject to such series included in the Subject Shares Call Notice (as defined below), then such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number unpurchased portion of Subject Shares and their entire Pro Rata Amount of the number of shares of Capital Stock subject to such Call Notice may be purchased by the other parties having a Call Option in proportion to their respective Pro Rata Amounts, with any series included in the Subject Shares shall be calculated without duplication for any remaining unpurchased shares that may, by virtue of the definition of "beneficially owned," be deemed Capital Stock subject to such Call Notice able to be beneficially owned purchased by more than one Member. (d) The Gross Purchase Price will be payable in cash orany party having a Call Option. If GEI, the Mezzanine Investors or the Select Roll-Over Investors, as applicable, desire to any series of High Vote Stock included in and have the Subject Sharesright to exercise the Call Option, in fully paid and nonassessable shares of Low Vote Stock of GEI, the corresponding series, Mezzanine Investors or any combination of the foregoingSelect Roll-Over Investors, as the Xxxxxxx Group Representativeapplicable, on behalf of the Holdershall, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date expiration of the Call Period (as defined below), deliver a notice (a “Call Notice”) to (x) the "Holder Election Notice"). The Holder Election Select Roll-Over Investor or Employee Holder, as applicable, and (y) the Company, which Call Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Capital Stock to be delivered acquired. “Call Period” means (x) with respect to any shares of Capital Stock that have not been held for at least six months at the time of the Call Event (“Immature Shares”), nine months from the date of the Call Event, (y) with respect to any shares acquired pursuant to the Holder exercise of options to purchase Capital Stock acquired after the Call Event, nine months from the date of exercise of the last option to have been so exercised and (z) in any other case, 90 days from the occurrence of the Call Event; provided, that if the Company fails to give a notice specified in Section 3.1, and the Call Period would otherwise expire less than 30 days following the date on which GEI and the Closing Date Mezzanine Investors and the Select Roll-Over Investors have actual knowledge of the occurrence of the relevant Call Event, then the Call Period shall be equal to extended until the quotient obtained by dividing (i) 30th day following the Series Stock Value for first day on which GEI, the corresponding series Mezzanine Investors and the Select Roll-Over Investors have actual knowledge of High Vote Stock by (ii) the Per Share Value occurrence of such corresponding series of High Vote Stock. The shares to be so delivered on Call Event; provided, further, that in no event shall GEI, the Closing Date will not have been registered for sale under Mezzanine Investors, the Securities Act and may not be sold except pursuant to an effective registration statement Select Roll-Over Investors or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder purchase any shares of Capital Stock on or prior to the Closing Date pursuant to which expiration of six months following the Company shall grant to the Holder registration rights with respect to date such Shares not less favorable to the Holder than any registration rights granted shares were first acquired by the Company to Xxxxxx pursuant to Employee Holder or Select Roll-Over Investor, as applicable, and, if the Xxxxxx Call Agreement (Period would otherwise expire less than 30 days after the "Registration Rights Agreement"). The certificates for expiration of such six-month period, then the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but Call Period shall be free extended until the 60th day following the expiration of any rights such six-month period. For the avoidance of doubt, GEI, the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company Mezzanine Investors and the Xxxxxxx Group Representative, Select Roll-Over Investors shall be paid by wire transfer of next day funds on or entitled to deliver multiple Call Notices from time to time prior to the Closing Date to an account designated expiration of the relevant Call Periods described in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Datethis Section 3.2.

Call Right. (a) Subject The parties hereto agree that without the advance written consent of ACON, no holder of HR Conversion Units may Transfer any HR Conversion Units or any interest in such holder’s HR Conversion Units (nor exercise its Redemption or Exchange rights in accordance with this Agreement in respect of any HR Conversion Units) until the earlier of (x) the date on which the ACON Related Parties have received aggregate distributions, dividends or other sale proceeds, since the date of ACON’s initial investment in the Company, equal to the last sentence Return Threshold and (y) the twelve (12)-month anniversary of this subsection the date on which the ACON Related Parties cease to hold any of the shares of Class A Common Stock (aincluding, for these purposes, the Underlying Class A Shares) and Class B Common Stock held by them as of the completion of the IPO (such event, the “ACON Exit”). (b) The parties further agree that if, upon Xxxxxx'x deathan ACON Exit, the Company ACON Related Parties have not received aggregate distributions, dividends or other sale proceeds, since the date of ACON’s initial investment in the Company, equal to the Return Threshold, the ACON Related Parties shall have the right (the "“Call Right"), exercisable by action of the Independent Committee, ”) to purchase all but not less than all HR Conversion Units from the holders of the shares HR Conversion Units, pro rata in proportion to their respective holdings thereof, at an aggregate purchase price of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof one dollar (collectively for all Members and Permitted Transferees, the "Subject Shares"$1.00). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the aggregate number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, HR Conversion Units subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date Call Right shall be equal to the quotient obtained by dividing of (x) (i) the Series Stock Value for the corresponding series of High Vote Stock by Return Threshold less (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for aggregate distributions, dividends or other sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into proceeds received by the Company and the Holder ACON Related Parties on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. ACON Exit divided by (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.y)

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 3.6(f), but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, upon Xxxxxx'x death, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementdetermines such reclassification is necessary. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject Except as otherwise agreed to by the Company, upon any Management Member ceasing to be employed by the Company or its Subsidiaries (a “Terminated Member”) for any reason (a “Termination Event”), subject to the last sentence provisions of this subsection (aSections 8.09(a)(ii), upon Xxxxxx'x death(iii) and (iv), 8.09(a)(iii), 8.09(b) and 8.09(c) hereof, the Company shall have the right option to purchase, and if such option is exercised, such Terminated Member shall sell, and shall cause any Permitted Transferees of such Terminated Member to sell, to the Company all or any portion of the Units owned by such Management Member and such Permitted Transferees designated by the Company (the "Call Right"“Termination Units”) on the date of the occurrence of such Termination Event at a price per Termination Unit equal to the Termination Price (as determined pursuant to Section 8.09(d) below) of the Termination Units. (ii) With respect to each Termination Unit (other than Rollover Units in the event that the Terminated Member terminates for Good Reason or the Company terminates the Terminated Member without Cause, in which case Section 8.09(c) shall apply), exercisable by action of the Independent CommitteeCompany shall notify a Terminated Member in writing, within the Call Period with respect to such Termination Units, whether the Company will exercise its right to purchase such Termination Units (the date on which a Terminated Member is so notified, the “Call Notice Date”). (iii) The Company shall have the option to assign its right to purchase all but not less than all or any portion of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right Termination Units under this Section 2.2 unless it concurrently exercises its corresponding call right under 8.09 to the corresponding provisions Class A Members on a pro rata basis in proportion to the number of the Xxxxxx Call Agreement. (b) The Company Units held by such Class A Member and any such Class A Member may exercise the Call RightCompany’s rights under this Section 8.09 in the same manner in which the Company could exercise such rights. In the event that the Company determines that it will assign its right to purchase Termination Units under this Section 8.09, it shall give the Class A Members written notice of the number of Termination Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Termination Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Termination Units to be purchased up to such exercise Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the "Company Notice"“Electing Call Members”) to each Member and each such Permitted Transferee, if any notice of the number of Termination Units not subscribed for. The Electing Call Members shall have five (collectively, the "Holder"), at any time during the period commencing on and including 5) days from the date of Xxxxxx'x death and ending such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Call Members agree upon) of all or any part of the Termination Units not purchased by such other Class A Members. (iv) The closing of the purchase by the Company of Termination Units pursuant to Section 8.09(a) shall take place at the Close principal office of Business the Company on the 50th day date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the dateCall Notice Date; provided, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% event the Terminated Member has not held the Termination Units for a period of the product of the Per Share Value for such series as of 180 days after the date of Xxxxxx'x deathgrant, multiplied by the number of shares closing shall occur immediately following the expiration of such series included in 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Subject Shares (such amount, Termination Units to the same extent as to each series, the "Series Purchase Price"original transferee). In calculating any Series Purchase Price or the Gross Purchase PriceAt such closing, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for Company shall pay the corresponding series Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of High Vote Stock duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Per Share Value of Terminated Member and/or such corresponding series of High Vote Stock. The shares Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Units to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Holder on or prior to the Closing Date Termination Units by any Person selling such Termination Units pursuant to which the Company this Section 8.09 shall grant be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to the Holder registration rights such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderTermination Units. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. The Purchaser shall have, during the Exercise Period (a) Subject to the last sentence of this subsection (aas defined below), upon Xxxxxx'x deathand when a Condition is met, the Company right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the right obligation to sell to the Purchaser or her Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the "“Call Right"”). Purchaser or Nominee(s) shall be permitted to purchase, exercisable by action and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the Independent Committeefollowing Conditions: Condition 1 50% Condition 2 20% Condition 3 20% Condition 4 10% However, to purchase all but in case that the Company achieve not less than 1.5 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011 then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 30% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than 1.5 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2012. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the shares of High Vote Stock beneficially owned Seller’s Shares then held by each Member at the time of Xxxxxx'x death and all but not less than all of Seller, without any regard to the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares")Conditions being met. The Company may not Purchaser shall be entitled to exercise its such Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under immediately and the corresponding provisions Seller shall transfer to the Purchaser or her Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or her Nominee(s)’s exercise of the Xxxxxx Call Agreement. (b) The Company may exercise the such Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to If following the last sentence later of this subsection the (ai) Effective Date and (ii) the six month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 200% of the Exercise Price (the “Threshold I Price”, and such 20 day period, the “Threshold I Period”), upon Xxxxxx'x death, then the Company shall will have the right right, but not obligation (the "“Call I Right"”), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser on prior written notice in accordance with Section 2.3(b14(c) hereof below to require the Holder to exercise up to 50% of any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (collectively for all Members and Permitted Transferees, the "Subject Shares"“Call I Amount”). The Company may not exercise its ; provided that the Call I Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions must be exercised within 20 Trading Days of the Xxxxxx Call Agreementlast day of the Threshold I Period. (b) The If following the 24 month anniversary of the date hereof, the Closing Prices for any 20 consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold II Price”, and together with the Threshold I Price, each a “Threshold Price” and such 20 day period, the “Threshold II Period”), then the Company may will have the right, but not obligation (the “Call II Right”, and together with the Call I Right, each a “Call Right”), on prior written notice in accordance with Section 14(c) below to require the Holder to exercise any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call II Amount”, and together with the Call I Amount, each a “Call Amount”); provided that the Call II Right must be exercised within 20 Trading Days of the last day of the Threshold II Period. (c) To exercise a Call Right, by giving the Company shall deliver to the Holder an irrevocable written notice of such exercise (the "Company a “Call Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"”), at any time during indicating the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "applicable Call Period")Amount. The date that the Company delivers the Call Notice is given to the Holder is Holders will be referred to as the "“Call Date.” Within 15 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the applicable Call Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 15th Trading Day following the date of receipt of the Call Notice (the “Forced Exercise Date." (c”) The total consideration payable shall be cancelled. Any unexercised portion of this Warrant to which the members of the Xxxxxxx Group collectively for all of the Subject Shares Call Notice does not pertain (the "Gross Purchase Price"“Remaining Portion”) will be an amount equal unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the sum of Call Amount that are tendered from the amounts determined in accordance with Call Date through and including 6:30 p.m. (New York City time) on the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberForced Exercise Date. (d) The Gross Purchase Price Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Amount (and any Call Notice will be payable in cash orvoid), as to any series of High Vote Stock included in unless from the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock beginning of the corresponding series, or any combination of 20 consecutive Trading Days used to determine whether the foregoing, as Common Stock has achieved the Xxxxxxx Group Representative, on behalf of applicable Threshold Price through the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Forced Exercise Date (the "Holder Election Notice"). The Holder Election Notice “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds such Threshold Price, (ii) the Company shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale have honored in accordance with Section 3the terms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Forced Exercise Date, (iii) the Closing Date Amount shall be delivered Equity Conditions (as defined in the Notes) are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any Underlying Shares issuable upon exercise of the Subject Shares purchased Call Amount, and (iv) the average daily trading volume as reported on Bloomberg, L.P. during such Call Period (determined by calculating the arithmetic average of the daily trading volume for each Trading Day in cash on the Closing Datesuch Call Period) is greater than 100,000 shares. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered Notwithstanding anything herein to the Holder on the Closing Date shall be equal to the quotient obtained by dividing contrary, (i) in connection with the Series Stock Value for Company’s exercise of a Call Right, the corresponding series of High Vote Stock by Threshold Percentage limitation on exercise set forth in Section 11 shall not apply and (ii) if after the Per Share Value Call Right is exercised, the stated Expiration Date of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or this Warrant would occur prior to the Closing Forced Exercise Date, the “Expiration Date” hereof shall be extended to end of the Forced Exercise Date pursuant to which the Company shall grant solely to the Holder registration rights with respect extent necessary to such Shares not less favorable enable this Warrant to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates be exercised for the shares of Low Vote Stock to be delivered to the Holder Call Amount on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Forced Exercise Date.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 4.6, a Redeeming Member shall be deemed to have offered to sell its Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and Managing Member Blocker (or such other member(s) of the PubCo Holdings Group designated by Managing Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this subsection (aSection 4.6(f), upon Xxxxxx'x deathelect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Company shall have Redeeming Member’s written order, its designee) that number of Class A Shares the right Redeeming Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at the "Call Right"election of Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from if a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser Cash Election is duly made in accordance with Section 2.3(b4.6(f)(iii), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon Managing Member Blocker (or such designated member(s) hereof of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (collectively together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall be treated for all Members and Permitted Transfereespurposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions such Units will be reclassified into another Equity Security of the Xxxxxx Call AgreementCompany if the Managing Member determines such reclassification is necessary. (bii) The Company may exercise Managing Member Blocker (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 4.6, but subject to Section 4.6(g) and (h), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided, upon Xxxxxx'x deaththat if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementdetermines such reclassification is necessary. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion, deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject to If the last sentence Participant's employment with the Company and Subsidiaries terminates for any of this subsection the reasons set forth in clauses (aA), upon Xxxxxx'x deathwith the exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company, within 120 days after such date, the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is hereinafter referred to as the "Exercise Date.Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to SECTION 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (B) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (hereinafter referred to as the "Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to SECTION 4(b)(iii): (cA) The total consideration if the Participant's active employment the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in SECTION 4(b)(i)(a) or SECTION 4(b)(i)(b); PROVIDED THAT the Company's rights under this Section 4(b) shall not be available in the event of the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the line of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in SECTION 6 of this Agreement), the Company shall have the right and option to purchase within 90 days after such date as the Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to SECTION 4(b)(iii)(a); PROVIDED THAT in the case of Option Shares issued 180 days or less prior to the date that the Company receives notice of Participant's engagement in Competitive Activity, the Participant shall be required to sell such Option Shares no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares. (ii) If the Company desires to exercise one of its options to purchase Option Shares pursuant to this SECTION 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in SECTION 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "CALL NOTICE"). Subject to the provisions of SECTION 5, the closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving of the Call Notice. Subject to the provisions of SECTION 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the appropriate purchase price by cashier's or certified check payable to the members Participant or by wire transfer of immediately available funds to an account designated by the Xxxxxxx Group collectively for all Participant. (iii) In the event of a purchase by the Subject Shares Company pursuant to SECTION 4(b)(i), the purchase price shall be (in each case after taking account of any prior purchases pursuant to SECTION 4(b)(i)): (A) if the Participant engages in "Gross Purchase Price") will be an amount Competitive Activity" (as defined in SECTION 6 of this Agreement), a price per Option Share equal to the sum lesser of (A) Fair Market Value (measured as of the amounts determined "Activity Date" (as defined in accordance with the following formula for each series SECTION 6 of High Vote Stock included this Agreement)) and (B) Cost; (B) in the Subject Shares: 110% case of a termination of employment described in SECTION 4(b)(i)(a), SECTION 4(b)(i)(b), the product Fair Market Value of the Per Share Value for such series Option Shares (measured as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included Call Notice); and (C) in the Subject Shares (such amountcase of a termination of employment described in SECTION 4(b)(i)(c), as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be price per option Share equal to the quotient obtained by dividing lesser of (iA) the Series Stock Fair Market Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements measured as of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. Call Notice) and (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.B)

Call Right. (a) Subject The Managing Member will have the right (“Call Right”) at its election to require the Non-Managing Members to sell their respective Class 7 Interests, Class 9 Interests and Class 11 Interests to the last sentence Managing Member in accordance with this Section 5.4 for a Repurchase Price equal to the Fair Market Value for such Interests to be paid in cash, or if the Managing Member and the applicable Non-Managing Members mutually agree, in a combination of this subsection cash and common stock of the Managing Member or its Affiliates. The Managing Member shall be the purchaser in acquisitions pursuant to the exercise of any Call Right. (a)b) The Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2009 and 2010 with respect to 100.00% of the Class 7 Interests, once during the first quarter of Fiscal Years 2010, 2011, 2012 with respect to 100.00% of the Class 9 Interests, and once during the first quarter of Fiscal Years 2012, 2013 and 2014 with respect to 100.00% of the Class 11 Interests, in each case upon Xxxxxx'x deathwritten notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that the Managing Member may not exercise its Call Right with respect to the Class 9 Interests unless it shall first have exercised its Call Right with respect to the Class 7 Interests, and may not exercise its Call Right with respect to the Class 11 Interests unless it shall first have exercised its Call Right with respect to the Class 9 Interests. Such written notice will set forth the Closing Date on which such purchase will occur. (c) In the event the Managing Member proposes to effect any Change of Control Transaction, the Company Managing Member shall have the right (the "“Change of Control Call Right"”), exercisable by action which shall be in addition to its Call Rights under Section 5.4(a), at its election to require the Non-Managing Members to sell 100% of the Independent CommitteeClass 7 Interests, Class 9 Interests and Class 11 Interests held by such Members as of such time to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Managing Member or another Permitted Transferee to a non-affiliated third party involved in the Change of Member Shares Control Transaction (an “Acquiror”) in any Exempt Transfer or other transaction except accordance with this Section 5.4 for a per Interest purchase price equal to the Fair Market Value for such Call Interests, with such purchase price to be paid in cash or, in the case of a sale to a prospective Purchaser an Acquiror, to be paid in accordance with Section 2.3(b) hereof (collectively for all Members such other form of consideration as is being paid in respect of the Class 1 Interests and Permitted Transferees, the "Subject Shares")Class 2 Interests. The Company Managing Member may exercise its Change of Control Call Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members. In the event the Managing Member proposes to effect any Change of Control Transaction and does not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions foregoing Change of the Xxxxxx Call Agreement. (b) The Company may exercise the Control Call Right, each Non-Managing Member shall have the right to sell its Interests to the Acquiror substantially concurrently with the sale by giving written notice of such exercise (the "Company Notice") to each Managing Member and each any of its applicable Affiliates, and the Managing Member shall require the Acquiror to so purchase such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) Interests for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount a per Interest purchase price equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Fair Market Value for such series Interests, with such purchase price to be paid in cash or to be paid in such other form of consideration as is being paid in respect of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares Class 1 and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member2 Interests. (d) The Gross Purchase Company shall pay any Repurchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights applicable Member (or his or her permitted transferees) under this Section 5.4 no later than the later of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to (i) the Closing Date for the Called Interests and (ii) the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in date on which the Subject Sharesapplicable Member (and, the portion of the Series if applicable, his or her permitted transferees) executes and delivers a Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject Sale Agreement relating to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Daterepurchase provided for herein. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive For any portion of the Gross Purchase Price in shares of Low Vote StockInterest that is a Call Interest, the number “Fair Market Value” of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be such Interest is equal to the quotient obtained product of the Fair Market Multiple multiplied by dividing the aggregate distributions in respect of such Interest pursuant to Section 3.4(c), (id) or (e), as the Series Stock case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(f), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided, that in the event of a Change of Control Transaction, Fair Market Value with respect to any Class of Interests that was not yet entitled hereunder to receive distributions as of the Fiscal Year immediately preceding the Fiscal Year in which the Change of Control Call Right is exercised shall be determined in good faith by the Managing Member; provided further that in no event shall the aggregate Fair Market Value for the corresponding series all Interests called in any given Fiscal Year be less than $1,000. (f) Each repurchase of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to a Member’s Interests under this Agreement shall be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchase and sale agreement by and between the Company and the Holder on selling Member (and, if applicable, his or prior to her transferee), which shall be substantially in the form attached hereto as Exhibit D (the “Purchase and Sale Agreement”). On the Closing Date pursuant Date, upon the request of the Managing Member, the former Members shall execute a Purchase and Sale Agreement and such further instruments and documents and perform such further acts as may be reasonably required to which carry out the Company transactions contemplated by this Section 5.4. (g) As of any Closing Date, the Non-Managing Members shall grant cease to hold the Holder registration Interests to be purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests, if any, and shall no longer have any rights with respect to such Shares not less favorable portion of such Interests, other than the right to receive the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on applicable Repurchase Price and, if the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or occur prior to the Closing Date date upon which the Non-Managing Members receive their final distributions under Section 3.4(c), (d) or (e) with respect to an account designated the preceding Fiscal Years (calculated without regard to Section 3.4(f)) to the extent not previously distributed, the right to receive such final distribution from the Company notwithstanding the repurchase of such Interests; provided, however, that in writing by the Xxxxxxx Group Representative at least two event the amount distributable under Section 3.4(a), (2b), (c), (d) Business Days before and (e) exceeds the Closing DateNet Profit for the Fiscal Year preceding the forfeiture, the amount of the final distribution with respect to such Forfeited Interest shall be reduced to in the manner, order and priority provided in Section 3.4(f); provided, further, that (A) any such reduction shall be paid to the forfeiting Member in subsequent Fiscal Years until the reduction amount has been fully paid, and (B) with respect to each subsequent Fiscal Year, the amount of the reduction shall be paid in such Fiscal Year to the extent that the Net Profits in such Fiscal Year exceeds the amounts distributable under Section 3.4(a), (b), (c), (d) and (e) with respect to such Fiscal Years.

Call Right. (ai) Subject to If the last sentence Participant's employment with the Company and/or its Subsidiaries terminates for any of this subsection the reasons set forth in clauses (aA), upon Xxxxxx'x deathwith the exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company, within 120 days after such date, the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is hereinafter referred to as the "Exercise Date.Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (B) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares issued 180 days or less prior to such date or at any > time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (hereinafter referred to as the "Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii): (cA) The total consideration if the Participant's active employment with the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in Section 4(b)(i)(A) or Section 4(b)(i)(B); provided that the Company's rights under this Section 4(b) shall not be available in the event of the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the lines of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in Section 6 of this Agreement), the Company shall have the right and option to purchase within 90 days after such date as the Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii)(A); provided that in the case of Option Shares issued 180 days or less prior to the date that the Company receives notice of Participant's engagement in Competitive Activity, the Participant shall be required to sell such Option Shares no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares. (ii) If the Company desires to exercise one of its options to purchase Option Shares pursuant to this Section 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in Section 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "Call Notice"). Subject to the provisions of Section 5, the closing of the purchase shall take > place at the principal office of the Company on the 60th day after the giving of the Call Notice. Subject to the provisions of Section 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the appropriate purchase price by cashier's or certified check payable to the members Participant or by wire transfer of immediately available funds to an account designated by the Xxxxxxx Group collectively for all Participant. (iii) In the event of a purchase by the Subject Shares Company pursuant to Section 4(b)(i), the purchase price shall be (in each case after taking account of any prior purchases pursuant to Section 4(b)(i)): (A) if the Participant engages in "Gross Purchase Price") will be an amount Competitive Activity" (as defined in Section 6 of this Agreement), a price per Option Share equal to the sum lesser of (A) Fair Market Value (measured as of the amounts determined "Activity Date" (as defined in accordance with the following formula for each series Section 6 of High Vote Stock included this Agreement)) and (B) Cost; (B) in the Subject Shares: 110% case of a termination of employment described in Section 4(b)(i)(A), Section 4(b)(i)(B), (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the product Fair Market Value of such Option Shares and Cost and (y) if such termination occurs after the Per Share date which is 18 months from the date of this Agreement, the Fair Market Value for of such series Option Shares (measured as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included Call Notice); and (C) in the Subject Shares (such amountcase of a termination of employment described in Section 4(b)(i)(C), as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be price per Option Share equal to the quotient obtained by dividing lesser of (iA) the Series Stock Fair Market Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements measured as of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. Call Notice) and (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.B)

Call Right. (a) Subject The Managing Member will have the right at its election to require the Non-Managing Members to sell their respective Class 7 Interests, Class 8 Interests, Class 9 Interests, and Class 10 Interests to the last sentence Managing Member in accordance with this Section 5.4 for a Repurchase Price equal to the Fair Market Value for such Interests to be paid in cash, or if the Managing Member and the applicable Non-Managing Members mutually agree, in a combination of this subsection cash and common stock of the Managing Member or its Affiliates. (a)b) The Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2009, 2010 and 2012 with respect to 100.00% of the Class 7 Interests, once during the first quarter of Fiscal Years 2009, 2010, 2011 and 2013 with respect to 100.00% of the Class 8 Interests, once during the first quarter of Fiscal Years 2010, 2011, 2012 and 2014 with respect to 100.00% of the Class 9 Interests, and once during the first quarter of Fiscal Years 2011, 2012, 2013 and 2015 with respect to 100.00% of the Class 10 Interests, in each case upon Xxxxxx'x deathwritten notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that (1) the Managing Member may not exercise its Call Right with respect to the Class 8 Interests unless it shall first have exercised its Call Right with respect to the Class 7 Interests, (2) the Managing Member may not exercise its Call Right with respect to the Class 9 Interests unless it shall first have exercised its Call Right with respect to the Class 8 Interests, and (3) the Managing Member may not exercise its Call Right with respect to the Class 10 Interests unless it shall first have exercised its Call Right with respect to the Class 9 Interests. Such written notice will set forth the amount of Class 7 Interests, Class 8 Interests, Class 9 Interests, or Class 10 Interests held by Non-Managing Members that the Managing Member is purchasing and the Closing Date on which such purchase will occur. (c) In the event the Managing Member proposes to effect any Change of Control Transaction, the Company Managing Member shall have the right (the "“Change of Control Call Right"”), exercisable by action which shall be in addition to its rights under Section 5.4(b), at its election to require the Non-Managing Members to sell 100% of the Independent CommitteeClass 7 Interests, Class 8 Interests, Class 9 Interests and Class 10 Interests held by such Members as of such time to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with this Section 2.3(b) hereof (collectively 5.4 for all a per Interest purchase price equal to the Fair Market Value for such Call Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and Permitted Transferees, common stock of the "Subject Shares")Managing Member or its Affiliates. The Company Managing Member may not exercise its Change of Control Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under upon written notice to the corresponding provisions Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Xxxxxx Call Agreement. (b) The Company may exercise the Call RightChange of Control Transaction, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if but in any (collectively, the "Holder"), at any time during the period commencing on and including event no earlier than ten business days following the date of Xxxxxx'x death and ending at the Close delivery of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given notice to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberNon-Managing Members. (d) The Gross Purchase Company shall pay any Repurchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights applicable Member (or his or her permitted transferees) under this Section 5.4 no later than the fifth business day following the later of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to (i) the Closing Date for the Called Interests and (ii) the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in date on which the Subject Sharesapplicable Member (and, the portion of the Series if applicable, his or her permitted transferees) executes and delivers a Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject Sale Agreement relating to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Daterepurchase provided for herein. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive For any portion of the Gross Purchase Price in shares of Low Vote StockInterest that is a Call Interest, the number “Fair Market Value” of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be such Interest is equal to the quotient obtained product of the Fair Market Multiple multiplied by dividing the aggregate distributions in respect of such Interest pursuant to Section 3.4(b), (i) c), (d), or (e), as the Series Stock case may be, without giving effect to reductions, if any, to such distributions pursuant to Section 3.4(f), for the Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided, however, that in the event of a Change of Control Transaction, Fair Market Value with respect to any Class of Interests that was not yet entitled hereunder to receive distributions as of the Fiscal Year immediately preceding the Fiscal Year in which the Change of Control Call Right is exercised shall be determined in the reasonable discretion of the Managing Member (it being understood that such Fair Market Value determination shall not take into consideration any discount related solely to the fact that such Interests are unvested); provided further that in no event shall the aggregate Fair Market Value for the corresponding series all Interests called in any given Fiscal Year be less than $1,000. (f) Each repurchase of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to a Member’s Interests under this Agreement shall be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchase and sale agreement by and between the Company and the Holder on selling Member (and, if applicable, his or prior to her transferee), which shall be substantially in the form attached hereto as Exhibit E (the “Purchase and Sale Agreement”). Following the Closing Date pursuant Date, upon the request of the Managing Member, the former Members shall execute a Purchase and Sale Agreement and such further instruments and documents and perform such further acts as may be reasonably required to which carry out the Company transactions contemplated by this Section 5.4. (g) As of any Closing Date, the Non-Managing Members shall grant cease to hold the Holder registration Interests to be purchased on the Closing Date, and shall cease to hold the portion of their respective capital accounts attributed to such Interests, if any, and shall no longer have any rights with respect to such Shares not less favorable portion of such Interests, other than the right to receive the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderapplicable Repurchase Price. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject In the event an Investor notifies the Corporation that it will not consummate the Subsequent Closing solely because the condition to closing set forth in Section 6(e) has not been satisfied (such notice referred to as the last sentence of this subsection (a"Investor Notice"), upon Xxxxxx'x deaththen, for a period of 10 days after delivery of such Investor Notice, the Company Corporation shall have the right (the "Call Right")) to require such Investor and its Investor Affiliates (as defined in Section 15) to sell all, exercisable by action of the Independent Committee, to purchase all but not less than all all, of the (i) shares of High Vote Series A Preferred Stock beneficially owned (including Conversion Shares) and Warrants (including Warrant Shares) purchased by such Investor and its Investor Affiliates under this Agreement and (ii) any shares of Common Stock and Options (including Option Shares) purchased by such Investor and its Investor Affiliates under the Stock Purchase Agreement (collectively, (i) and (ii) are referred to as the "Investor Securities"), at an aggregate price equal to the product of (A) $1.00 multiplied by (B) each Member at share of Common Stock acquired by the time of Xxxxxx'x death and all but not less than all Investors pursuant to this Agreement or the Stock Purchase Agreement or issuable upon conversion of the shares outstanding Series A Preferred Stock, in each case, on the date of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof the Corporation Notice (collectively for all Members and Permitted Transferees, the "Subject SharesCall Price"). The Company Corporation may not exercise the Call Right by delivering written notice (the "Corporation Notice") to such Investor setting forth the Corporation's exercise of its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions Right. Upon exercise of the Xxxxxx Call AgreementRight and delivery of the Corporation Notice to such Investor, the Corporation shall be unconditionally committed to purchase the Investor Securities of such Investor and its Investor Affiliates at the Call Closing (as defined in Section 5.23(b)). (b) The Company may exercise the Call Right, by giving written notice of such exercise closing (the "Company NoticeCall Closing") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate sale and purchase of the Investor Securities of an Investor and its Investor Affiliates with respect to act through its personal representative(s) which a Corporation Notice has been completed (such perioddelivered, the "Call Period"). The shall take place on a date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied selected by the number of shares of such series included in the Subject Shares (such amountparties, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares which date shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) if financing is sought by the Series Stock Value for Corporation in order to purchase the corresponding series Investor Securities, be within 5 days after the obtaining of High Vote Stock by such financing and (ii) in all cases not be later than three months after delivery of the Per Share Value of such corresponding series of High Vote Stock. The shares related Investor Notice and shall be held at a location to be so delivered on determined by the Closing Date will not have been registered for sale under parties. At the Securities Act Call Closing, such Investor shall, and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements shall cause each of its Investor Affiliates, against payment of the Securities Act. The Company will be under no obligation Call Price in immediately available funds, to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior deliver to the Closing Date pursuant to which Corporation the Company shall grant to certificates, if any, representing the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted Investor Securities being purchased, duly endorsed, or accompanied by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderstock power(s) duly executed in blank. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject At any time from and after the earliest to occur of (i) eighteen (18) months after the last sentence date of this subsection Agreement; (a)ii) the death or Disability of JAF or (iii) JAF's voluntary termination of employment with NCI, upon Xxxxxx'x death, the Company Xxxxxxxxx shall have the right (the "Call Right") to cause JAF to sell to Xxxxxxxxx in accordance with Sections 8.2(b) and 8.2(c), exercisable by action of the Independent Committeeall, to purchase all but not less than all all, of JAF's Membership Interest (the "Purchased Interest") for a purchase price (the "Call Price") equal to the greater of (y) One Million Eight Hundred Thousand Dollars ($1,800,000) or (z) the "fair market value" of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser Purchased Interest, as such fair market value is determined in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"8.2(c). The Company may not exercise its In order for the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under to be exercised, Xxxxxxxxx must deliver a written notice of exercise to JAF (or his legal representative) and the corresponding provisions Company within ninety (90) days following the occurrence of the Xxxxxx Call Agreementevent specified above triggering such right. Upon the Company's receipt of such notice, it shall initiate the procedures set forth in Section 8.2(c) to determine the fair market value of the Purchased Interest. (b) The Company may exercise the Call Right, by giving written notice of such exercise closing (the "Company NoticeCall Closing") for the purchase and sale of the Purchased Interest shall occur at the office of the Company at a time (during its ordinary business hours) and date fixed by Xxxxxxxxx in writing to each Member and each such Permitted Transferee, if any JAF (collectively, the "Holder"), at any time during the period commencing on and including or his legal representative) not more than thirty (30) days after the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any the fair market value of the Purchased Interest is determined. At the Call Closing, Xxxxxxxxx shall pay to JAF (or his legal action that representative) the Call Price (in cash or certified check drawn on a United States bank) and JAF (or his legal representative) shall deliver an assignment agreement, in form and substance acceptable to Xxxxxxxxx, whereby JAF irrevocably Transfers the Purchased Interest free and clear of all Encumbrances and such other documents and instruments as may be required to confirm the appointment by counsel for Xxxxxxxxx. (c) The fair market value of the personal representative(sPurchased Interest shall be determined as follows: (i) for Xxxxxx'x estate For a period of ten (10) Business Days following the delivery of the exercise notice required under Section 8.2(b), Xxxxxxxxx and JAF (or for Xxxxxx'x estate his legal representative) shall enter into good faith negotiations to act through its personal representative(sdetermine the fair market value of the Purchased Interest. (ii) has been completed If, upon the expiration of such ten (10)-Business Day period, Xxxxxxxxx and JAF (or his legal representative) have not agreed upon the fair market value of the Purchased Interest, then Xxxxxxxxx shall be entitled to select an unaffiliated, impartial and disinterested appraiser to determine the fair market value of the Purchased Interest, provided that such appraiser so selected by Xxxxxxxxx is a nationally recognized investment banking firm (such period, Person so selected to determine the "Call Period"). The date fair market value of the Company Notice Purchased Interest is given to the Holder is hereinafter referred to as the "Exercise Date.Appraiser" (c) ). The total consideration payable Appraiser shall be instructed to the members make its determination of the Xxxxxxx Group collectively for all fair market value of the Subject Shares Purchased Interest within thirty (the "Gross Purchase Price"30) will be an amount equal to the sum days. In making its determination of the amounts determined fair market value of the Purchased Interest, the Appraiser shall be required to take into consideration, at a minimum, the specific attributes of the Purchased Interest set forth in the terms and conditions of this Agreement. After reaching a decision, the Appraiser shall give written notice to each of Xxxxxxxxx and JAF (or his legal representative) of the fair market value of the Purchased Interest. Such valuation and the determination of such value in accordance with the following formula for each series of High Vote Stock included in terms and conditions hereof shall be final, binding and conclusive on JAF (or his estate) and Xxxxxxxxx. (iii) Notwithstanding anything contained herein to the Subject Shares: 110% contrary, Xxxxxxxxx and JAF (or his legal representative) may submit, and the Appraiser shall consider, any information, data or documents related to the operations or financial results of the product Company or NCI to the Appraiser prior to the Appraiser's final determination of the Per Share Value for such series as fair market value of the date Purchased Interest. (iv) The fees and expenses of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares Appraiser shall be calculated without duplication for any shares that may, paid one-half by virtue of the definition of "beneficially owned," be deemed to be beneficially owned Xxxxxxxxx and one-half by more than one MemberJAF (or his estate). (d) The Gross Purchase Price will be payable in cash orIf the Call Right becomes exercisable by reason of JAF's death or Disability and Xxxxxxxxx shall fail to timely deliver the exercise notice required under Section 8.2(b), as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, then JAF (or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may electhis legal representative), subject to the rights terms and conditions of Section 8.3, shall have the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateTransfer his Membership Interest. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company RFL shall have the right (the "Call Right"), exercisable by action but not the obligation, for a period of thirty (30) days after the Independent CommitteeEffectiveness Date, to require the Company to sell the Second Supplemental Securities to RFL for an aggregate purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof price (collectively for all Members and Permitted Transferees, the "Subject SharesCall Purchase Price") equal to One Hundred Fifteen Thousand Dollars ($115,000). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under In the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may event RFL elects to exercise the Call Right, by giving RFL shall send a written notice of such exercise (the "Company Call Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during within such thirty-day period, to the period commencing on Company stating that RFL has elected to exercise the Call Right and including specifying the date (the "Call Closing Date") on which the closing for the purchase and sale of Xxxxxx'x death and ending at the Close of Business on Second Supplemental Securities shall occur, which date shall not be earlier than the 50th thirtieth (30th) day after the dateEffectiveness Date or later than the sixtieth (60th) day after the Effectiveness Date. On the Call Closing Date, following Xxxxxx'x death, on which any legal action that may be required to confirm (i) RFL shall pay the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number by wire transfer of Subject Shares and the number of shares of any series included immediately available funds denominated in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject United States Dollars to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, account set forth on behalf of all Members Schedule I attached hereto and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value Company shall deliver to RFL (A) a certificate for the Second Supplemental Shares registered in the name of such corresponding series RFL, which shares shall have been duly authorized and validly issued, and shall be fully paid and non-assessable and free of High Vote Stockpreemptive rights and (B) the Second Supplemental Warrant, which shall have been duly authorized and validly issued, and shall be fully paid and non-assessable. The Second Supplemental Warrant shall provide for (x) the purchase of up to Eleven Thousand Five Hundred (11,500) shares of Common Stock at an exercise price equal to be so delivered one hundred and ten percent (110%) of the closing bid price for the Common Stock on the date of this Agreement, (y) an expiration date occurring on the fifth (5th) anniversary of the Call Closing Date will not have been registered for sale under and (z) otherwise contain terms and conditions identical to those contained in the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderWarrant. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (i) If a Trigger Notice is delivered, the Nontriggering Party shall have the right, for a period of 30 days after delivery of the Trigger Notice by the Triggering Party, to initiate, by delivering a notice in writing to the Triggering Party, an appraisal of the Fair Market Value of all the Equity Interests of the Company as provided in Section 6.5.B(ii) hereof (the "Appraisal Process"), and as therein provided, to exercise the Call Right. The Triggering Party shall not, during the pendency of the Appraisal Process or a Call Right, cause to be consummated the applicable Liquidity Event or enter any binding agreement with respect thereto. (ii) Upon initiation of the Appraisal Process: (a) Subject The Parties shall cause the Fair Market Value of all of the Equity Interests in the Company to be determined in accordance with Section 6.8 hereof. (b) If the last sentence determination of this subsection (a), upon Xxxxxx'x death, Fair Market Value of all the Equity Interests in the Company shall indicate that the Equity Value of the Company is in excess of One Billion Two Hundred Fifty Million Dollars (US$1,250,000,000), the Nontriggering Party shall have the right right, exercisable by written notice delivered (the "Call Right Exercise Notice") to the Triggering Party not later than twenty (20) days after the determination of Fair Market Value (the "Call Right"), exercisable by action of the Independent Committeeto acquire all, to purchase all but not less than all all, of the shares Triggering Party's Equity Interests in the Company (the "Call Purchase") upon payment, in accordance herewith, in immediately available funds of High Vote Stock beneficially owned by each a purchase price equal to: If the Hughes Member at is exercising the time of Xxxxxx'x death and all but not less than all of Call Right, the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares greater of: (x) the xxxxxx the Darlene Group would have received in any Exempt Transfer or other transaction except a sale to a prospective Purchaser payment for its Equity Interestx xx xxe Company, in accordance with Section 2.3(b) hereof (collectively 6.6.B hereof, as if there had been a Complete Sale of all the Equity Interests in the Company for all Members and Permitted Transfereescash at the Fair Market Value determined in the Appraisal Process, including the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions effect of the Xxxxxx Call Agreement. Darlene Floor Value if relevant, and taking into account the Darlene Xxxxxx's right to acquire additional Equity Interests in the Xxxxxxy under Section 4.7.D hereof, if relevant, and (by) The Company may exercise the Darlene Minimum Amount at such time. If the Darlene Member is exercxxxxx xhe Call Right, by giving written notice the amount the Hughes Mxxxxx xnd its Affiliates would have received in payment for xxx Xxuity Interests in the Company (other than any Excluded Equity), in accordance with Section 6.6.B hereof, as if there had been a Complete Sale of all the Equity Interests in the Company for cash at the Fair Market Value determined in the Appraisal Process. For avoidance of doubt the determination of such exercise (amount shall give effect to the "Company Notice") to each Member and each such Permitted TransfereeDarlene Floor Value, if any (collectivelyrelevant, and take into account the "Holder")Darlene Xxxxxx's right to acquire additional Equity Interests in the Xxxxxxy under Section 4.7.D hereof, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Dateif relevant." (c) The total consideration At or prior to the consummation of such Call Purchase: (1) any guarantees by, or other financial obligations of, the Triggering Party in favor of the Company and/or its Subsidiaries shall be released or indemnified in a manner reasonably satisfactory in form and substance to the Triggering Party, (2) any outstanding indebtedness of the Company and/or its Subsidiaries payable to the members Triggering Party and its Affiliates shall be repaid in full or acquired by the Member exercising the Call Right by payment to the Triggering Party, in immediately available funds, of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum unpaid balance of principal under such indebtedness together with accrued and unpaid interest thereon, (3) if the Triggering Party is the Hughes Member, all Excluded Equity shall be acquired by the Darlene Xxxxxx for a cash amount equal to the Hughes Excluded Equity Xxxxxx and (4) if any indebtedness is acquirex xx xhe Member exercising the Call Right pursuant to clause (2), the Triggering Party shall transfer and assign to the Member exercising the Call Right all such indebtedness and the Member exercising the Call Right shall use its commercially reasonable efforts to obtain releases of guarantees and other obligations of the amounts determined Triggering Party in accordance connection therewith in form and substance reasonably satisfactory to the Triggering Party; provided, however, that in the event and to the extent that the Member exercising the Call Right shall not cause the Triggering Party to be so released, effective upon the consummation of the Call Purchase, the Member exercising the Call Right (or if such Member is the Hughes Member Hughes), shall indemnify and hold harmless the Triggerxxx Xxrty (in xxxxxxance with the following formula procedures for each series of High Vote Stock included indemnification established in the Subject Shares: 110% Section 6.2 of the product of the Per Share Value for Master Contribution Agreement) from any Losses arising from such series as of the date of Xxxxxx'x deathguarantees and other financial obligations. The Darlene Member, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares if it shall be calculated without duplication for any shares the Party exercising the Call Right, xxxxx xrovide to the Hughes Member such other assurances that the Darlene Member is able xx xxxisfy such indemnification obligations ax xxx Xughes Member may, by virtue from time to time, reasonably request including a xxxxxr of credit in form and substance reasonably satisfactory to the definition of "beneficially owned," be deemed to be beneficially owned by more than one Hughes Member. (d) The Gross Call Purchase Price will shall be payable in cash or, consummated as to any series of High Vote Stock included in promptly as is practicable after the Subject Shares, in fully paid Call Right is exercised and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may electexercise price thereof established, subject to receipt of any material regulatory approvals required to consummate the rights Call Purchase. Hughes and each of the Company Members shall use, and shall use commercially xxxxxnable efforts to cause each of their respective Affiliates to use, its commercially reasonable efforts (i) to obtain promptly all required regulatory approvals, (ii) to make timely filings pursuant to the Hart-Scott-Rodino Act in connection with the Call Purchase (the initxxx xxxxxx xx xx event to be made later than 20 days after delivery of the Call Right Exercise Notice), if such filings are required, and (iii) to consummate such purchase and the related transactions set forth in Section 3.16.5.B(ii) hereof. At the closing of the Call Purchase, by written notice given the Triggering Party shall deliver to the Company at least 60 days prior to Member exercising the Closing Date (Call Right certificates representing the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price Equity Interests to be paid transferred, duly endorsed and in Low Vote Stock of the corresponding series proper form for transfer (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected beingor, in the aggregatecase of any Equity Interests not represented by a certificate, appropriate evidence of the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale registration of transfer or other transfer of such interest, including evidence of each related filing and/or approval in accordance with Section 3applicable Law), appropriate documentation in connection with any other interests to be transferred and such other documents and instruments as may reasonably be requested by Party exercising the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased Call Right in cash on the Closing Date. (e) connection therewith. If the Holder Call Purchase has timely elected in accordance with Section 2.2(dnot been consummated within twenty (20) days after the later to receive any portion occur of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) delivery of the Series Stock Value for the corresponding series of High Vote Stock by Call Right Exercise Notice or (ii) the Per Share Value date of such corresponding series completion of High Vote Stock. The shares all actions required pursuant to Section 6.5.B(ii)(d) hereof within the control of the Triggering Party, the Call Right shall be so delivered on deemed not exercised and the Closing Date will not have been registered for sale under the Securities Act and may associated Call Purchase shall not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderconsummated. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject Except as otherwise agreed in writing by the Company, if (i) the employment of any Management Holder or Employee Holder with the Company or any of its Subsidiaries terminates for any reason (such time being referred to as the “Termination Date”) or (ii) a Shareholder subject to the last sentence covenant contained in Section 17(b) of this subsection (a)Agreement shall continue to be in breach of such covenant 30 days after the receipt of a written notice of such breach from any party hereto, upon Xxxxxx'x death, then the Company shall have the right right, but not the obligation, to purchase, for cash, in one or more transactions, all or any portion of the Common Stock held by such Management Holder or Employee Holder, as applicable, (other than the Co-Invest Shares of such Management Holder or Employee Holder) or all or any portion of the Stock held by such Shareholder, as applicable (the "“Equity Call Right")Option” and such Stock subject to the Equity Call Option, exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member “Call Equity Securities”) at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Equity Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call AgreementPurchase Price. (b) The If the Company may desires to exercise the Equity Call RightOption, by giving it shall deliver written notice thereof (a “Call Notice”), (i) if to the Management Holder or Employee Holder, as applicable, pursuant to Section 8(a)(i), no later than the first anniversary of such the Termination Date or, in the case of shares of Common Stock acquired upon the exercise of a Common Stock Equivalent (including stock options granted pursuant to the "Company Notice") to each Member and each such Permitted TransfereeCompany’s 2006 Stock Option Plan or any other equity compensation arrangement), if any (collectivelylater, the "Holder"190th day after such Common Stock is acquired or (ii) if to the Shareholder pursuant to Section 8(a)(ii), at any time during after the 30-day period commencing on referred to in Section 8(a) (whether or not the applicable breach is then continuing) (the “Call Period”), which notice shall set forth the number of, and including identify which of, the Call Equity Securities of the Shareholder the Company desires to repurchase, the Equity Call Purchase Price for each such Call Equity Security, and the proposed closing date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Datetransaction." (c) The total consideration payable to the members For purposes of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with this Agreement, the following formula for each series of High Vote Stock included in terms shall have the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.meanings set forth below:

Call Right. (a) Subject to the last sentence provisions of this subsection Section 2.3, if at any time the Closing Price as previously defined is equal to or above U.S.$.18, as adjusted for any stock splits, stock combinations, stock dividends and other similar events (athe "Threshold Price"), upon Xxxxxx'x deathfor any ten (10) Trading Days out of any thirty (30) consecutive Trading Day period, then the Company at any time thereafter shall have the right right, but not the obligation (the "Call Right"), exercisable by action of on 20 days' prior written notice to the Independent CommitteeHolder, to purchase all cancel all, but not less than all all, of the shares unexercised portion of High Vote Stock beneficially owned by each Member at this Warrant for which a Notice of Exercise has not yet been delivered prior to the time Cancellation Date (as defined below). In the event the Warrants are not exercised, investors will receive $0.001 per Warrant, and the Company will have the right to assign the Warrant exercise for a period of Xxxxxx'x death and all but 30 days to an investor in this offering or to any other person whether or not less than all such person is an existing shareholder of the shares of High Vote Stock that are then beneficially owned by Company. Investors will not receive any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares additional proceeds in any Exempt Transfer or the event such other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, party exercises the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementwarrant. (b) The Company may To exercise the Call Right, by giving the Company shall deliver to the Holder an irrevocable written notice thereof (a "Call Notice"). The date that the Company delivers the Call Notice to the Holder shall be referred to as the "Call Date". Within 20 days after receipt of such the Call Notice, the Holder may exercise this Warrant in whole or in part, subject to the terms hereof, as set forth in herein. Any portion of this Warrant that is not exercised by 5:30 p.m. (New York City time) on the 20th day following the date of receipt of the Call Notice (the "Company NoticeCancellation Date") shall be cancelled, or at the Company's option, assigned to each Member and each such Permitted Transfereean assignee designated by the Company. (c) Notwithstanding anything to the contrary set forth in this Warrant, if any (collectivelyunless waived in writing by the Holder, the "Holder"), at Company may not deliver a Call Notice or require the cancellation of any time during unexercised portion of this Warrant (and any Call Notice will be void) unless from the period commencing on and including Call Date through the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed Cancellation Date (such period, the "Call Period"). The date ) the Company Notice is given Registration Statement shall be effective as to the issuance of all of the Warrant Shares to be issued to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members upon exercise of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares Warrant and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates have sufficient authorized and issued shares for the shares issuance of Low Vote Stock to be delivered to all the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderWarrant Shares. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a)The Parties acknowledge and agree that, upon Xxxxxx'x death, the Company shall have the right (the "Call Right"), exercisable by action as of the Independent CommitteeEffective Date, to purchase all but not less than all Mx. Xxxxx is the owner of the 13,443,849 shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call AgreementCommon Stock. (b) The Company may exercise Pursuant to the terms and conditions of this Agreement, Mx. Xxxxx agrees to provide to Mx. Xxxxxxx the right to acquire from Mx. Xxxxx 808,438 of the shares of Common Stock held by Mx. Xxxxx (the “Shares”) at any time from the Effective Date until November 13, 2027 (the “Call Period”), provided that the Call Right, by giving written notice Period shall be subject to extension pursuant to the provisions of such exercise Section 5. (c) Subject to the "Company Notice") to each Member terms and each such Permitted Transferee, if any (collectively, the "Holder")conditions herein, at any time during the period commencing on Call Period, Mx. Xxxxxxx shall have the right to require Mx. Xxxxx to sell to Mx. Xxxxxxx, and including Mx. Xxxxx agrees to sell to Mx. Xxxxxxx, the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the dateShares, following Xxxxxx'x death, on which any legal action that acquisitions by Mx. Xxxxxxx may be required to confirm completed in one or more transactions at various times during the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"), as determined by Mx. Xxxxxxx. The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the purchase price for each Share by Mx. Xxxxxxx Group collectively for all of the Subject Shares hereunder shall be $0.0001 (the "Gross Purchase “Share Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"”). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Mx. Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the shall exercise his rights of the Company pursuant to Section 3.12(c) by delivering to Mx. Xxxxx a notice (the “Call Notice”) which shall set forth the number of Shares which Mx. Xxxxxxx desires to buy from Mx. Xxxxx pursuant to Section 2(c) (the “Call Shares”), and the total purchase price thereof, determined by written notice given taking the Share Price and multiplying such amount by the number of Call Shares, rounded to the Company at least 60 days nearest whole cent (the “Call Price”). (e) Subject to the satisfaction of the conditions precedent set forth in Section 3 and the provisions of Section 2(f), the closing of the purchase and sale of Call Shares set forth in an applicable Call Notice (the “Call Closing”) shall occur as soon as reasonably practicable, but in any event within 3 Business Days following the receipt by Mx. Xxxxx of the Call Notice (the “Call Closing Date”). On the Call Closing Date: (i) Mx. Xxxxx shall deliver to Mx. Xxxxxxx a Stock Power, substantially in the form as attached hereto as Exhibit A. duly executed by Mx. Xxxxx, transferring the applicable Call Shares to Mx. Xxxxxxx; and (ii) Mx. Xxxxxxx shall deliver to Mx. Xxxxx the Call Price, via check or wire transfer to an account as designated by Mx. Xxxxx prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Call Closing Date. (ef) Following the receipt of a Call Notice, Mx. Xxxxx shall execute and return the Stock Power to Mx. Xxxxxxx within 48 hours unless there are exigent circumstances, and provided that such execution and return shall in any event be completed within three (3) Business Days. In the event that any medallion guaranty is required with respect to the transfer of the Call Shares to Mx. Xxxxxxx, the Parties agree to waive any such requirement to the extent that it is reasonably possible for them to do so. (g) If and to the Holder has timely elected in accordance extent that any legal opinion is for Mx. Xxxxxxx to transfer any of the Call Shares upon his receipt thereof, the Parties shall utilize their commercially reasonable efforts to cause the Company to pay for such opinion to the extent that such costs are similarly paid with Section 2.2(drespect to opinions for other members of the Board of Directors of the Company at such time. (h) The delivery of a Call Notice by Mx. Xxxxxxx shall irrevocably commit Mx. Xxxxxxx to receive any purchase, and Mx. Xxxxx to sell, the applicable portion of the Gross Purchase Price Shares referenced in the Call Notice at the applicable Call Closing, subject to the satisfaction of the conditions precedent set forth in Section 3. (i) Mx. Xxxxx shall be obligated to complete no more than 35 Call Closings hereunder. In the event that Mx. Xxxxxxx has not acquired all of the Shares in such Call Closings he shall have no further right to acquire any remaining Shares. In the event that, after the completion of 34 Call Closings, a final Call Closing occurs, the final Call Closing shall consist of all the remaining Shares, unless otherwise agreed to by the Parties in writing. (j) The number of Shares as set forth in Section 2(b) shall be subject to equitable adjustments for stock splits or combinations relating to the Common Stock during the Call Period. By way of example and not limitation, in the event of forward split of the Common Stock following the Effective Date in which each share of Common Stock is converted into two shares of Low Vote Common Stock, the number of “Shares” shall be increased by 100%, and in the event of a reverse split of the Common Stock following the Effective Date, in which each two shares of Common Stock are converted into one share of Common Stock, the number of “Shares” shall be decreased by 50%. The Parties agree that such adjustment shall apply solely with respect to any series Shares which have not been acquired by Mx. Xxxxxxx hereunder as of Low Vote Stock to the applicable time. The Share Price shall not be delivered adjusted as a result of any stock splits or combinations relating to the Holder on Common Stock following the Closing Date Effective Date. (k) For the avoidance of doubt, until Shares are acquired by Mx. Xxxxxxx hereunder, Mx. Xxxxx shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration retain all rights with respect to such unacquired Shares, including, without limitation, the right to vote such unacquired Shares not less favorable and to receive any distributions thereon, but subject to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares provisions of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderSection 6. (fl) Amounts payable pursuant As a condition of exercising his rights to this Agreement acquire any of the Shares hereunder, Mx. Xxxxxxx agrees to execute a lock-up agreement which applies to the Shares in cash shallthe same form as applicable to the Shares when the Shares were held by Mx. Xxxxx (for the avoidance of doubt, unless otherwise agreed other than the lock-up provisions as set forth in Section 6), if Mx. Xxxxxxx is not already a party to such a lock-up agreement, which will cover the Shares following his acquisition thereof, as reasonably requested by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateCompany.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 4.6, a Redeeming Member shall be deemed to have offered to sell its Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and Managing Member Blocker (or such other member(s) of the PubCo Holdings Group designated by Managing Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this subsection (aSection 4.6(f), upon Xxxxxx'x deathelect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Company shall have Redeeming Member’s written order, its designee) that number of Class A Shares the right Redeeming Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at the "Call Right"election of Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from if a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser Cash Election is duly made in accordance with Section 2.3(b4.6(f)(ii), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon Managing Member Blocker (or such designated member(s) hereof of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (collectively together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall be treated for all Members and Permitted Transfereespurposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions such Units will be reclassified into another Equity Security of the Xxxxxx Call AgreementCompany if the Managing Member determines such reclassification is necessary. (bii) The Company may exercise Managing Member Blocker (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company shall The Managing Member will have the right (the "individually, a “Call Right")” and collectively, exercisable by action of the Independent Committee“Call Rights”) at its election to require the Non-Managing Members to sell their respective Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with this Section 2.3(b) hereof (collectively 5.3 for all a per Interest purchase price equal to the Fair Market Value for such Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and Permitted Transferees, common stock of the "Subject Shares")Managing Member or its Affiliates. The Company Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2010 and 2012 with respect to 100.00% of the Class 2A and 2B Interests (it being understood that the Class 2A Interests and the Class 2B Interests must be called together), once during the first quarter of Fiscal Years 2010, 2011 and 2012 with respect to 100.00% of the Class 5 Interests and once during the first quarter of Fiscal Years 2011 and 2012 with respect to 100.00% of the Class 6 Interests in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that the Managing Member may not exercise its Call Right under this Section 2.2 with respect to (i) the Class 5 Interests unless it concurrently exercises shall first have exercised its corresponding call right under Call Right with respect to the corresponding provisions Class 2A and 2B Interests, or (ii) the Class 6 Interests unless it shall first have exercised its Call Right with respect to the Class 5 Interests. Such written notice will set forth the amount of Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests held by Non-Managing Members that the Xxxxxx Call AgreementManaging Member is purchasing and the Closing Date on which such purchase will occur, which shall not be more than 10 business days after such notice is given to the Non-Managing Members. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date[Intentionally Omitted."] (c) The total consideration payable to For any Interest that is a Call Interest, the members “Fair Market Value” of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount such Interest is equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, Fair Market Multiple multiplied by the number of shares aggregate distributions in respect of such series included in the Subject Shares (such amountInterest pursuant to Section 3.4(e), Section 3.4(f), Section 3.4(g) or Section 3.4(h), as the case may be, without giving effect to each seriesreductions, if any, to such distributions pursuant to Section 3.4(k), for the "Series Purchase Price"). In calculating Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided that in no event shall the aggregate Fair Market Value for all Interests called in any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall given Fiscal Year be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more less than one Member$1,000. (d) The Gross Purchase Price will be payable in cash orOn a given Closing Date, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of Non-Managing Members shall transfer the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject applicable Call Interests to the rights Managing Member free and clear of the Company pursuant all liens and encumbrances and will execute all instruments and documents necessary to Section 3.1, by written notice given transfer such Call Interests to the Company at least 60 days prior Managing Member, and the Managing Member will transfer to the Closing Date (Non-Managing Members the "Holder Election Notice")consideration for such Call Interests. The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on Following the Closing Date, upon the request of the Managing Member, the Non-Managing Members shall execute such further instruments and documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.3. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive As of any portion of the Gross Purchase Price in shares of Low Vote StockClosing Date, the number of shares of any series of Low Vote Stock Non-Managing Members shall cease to be delivered to hold the Holder Interests purchased on the Closing Date Date, and shall be equal cease to hold the quotient obtained by dividing (i) the Series Stock Value for the corresponding series portion of High Vote Stock by (ii) the Per Share Value of their respective capital accounts attributed to such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not Interests, if any, and shall no longer have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration any rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares portion of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereundersuch Interests. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of Except as provided in this subsection (aSection 6(a), upon Xxxxxx'x death, the Company Corporation shall have no right to repurchase any shares of Series C Preferred Stock. At any time or from time to time commencing six (6) months following the right date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Call RightTrigger Date"), exercisable by action the Corporation shall have the right, at its sole option and election, to repurchase, out of funds legally available therefor, all, or part, of the Independent Committeeoutstanding shares of Series C Preferred Stock by providing written notice (the "Call Notice") of its intention to repurchase all, or part, of the outstanding shares of Series C Preferred Stock on the 30th Business Day following the date of such notice (the "Call Date") at a cash price per share of Series C Preferred Stock (the "Call Price") equal to purchase all but not the sum of: (1) the Stated Amount; and (2) an amount per share of the Series C Preferred Stock (the "Call Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Call Date reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. If less than all shares of Series C Preferred Stock outstanding at the time are to be repurchased by the Corporation pursuant to this Section 6(a), the shares of High Vote Series C Preferred Stock beneficially owned by each Member at to be repurchased shall be selected pro rata; provided, however, that in the time of Xxxxxx'x death and all but not event that less than ten percent (10%) of the number of shares of Series C Preferred Stock originally issued are then outstanding, the Corporation shall be required to repurchase all of the such outstanding shares if it elects to repurchase any shares pursuant to this Section 6(a). Each holder of shares of High Vote Series C Preferred Stock that are then beneficially owned shall be permitted 6 140 to convert their shares of Series C Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Call Date or, if not actually repurchased by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereesthe Corporation on the Call Date, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under date on which the corresponding provisions of Series C Preferred Stock is actually repurchased by the Xxxxxx Call AgreementCorporation. (b) The Company may exercise Notwithstanding the Call Right, provisions of Section 6(a) hereof: (i) the repurchase of shares of Series C Preferred Stock by giving written notice the Corporation pursuant to this Section 6 shall only be effected by the action of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment a majority of the personal representative(sdirectors of the Corporation other than Series B Preferred Stock Directors (as such term is defined in Section 11(c) for Xxxxxx'x estate or for Xxxxxx'x estate of the Series B Preferred Stock Articles Supplementary) of the Corporation; and (ii) the Corporation shall have reserved from its authorized and unissued Common Stock such number of shares of Common Stock as shall be sufficient to act through its personal representative(s) has been completed (such period, effect the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Dateconversion of all then outstanding shares of Series C Preferred Stock into Common Stock." (c) The total consideration payable Call Notice shall state: (i) the Call Date; (ii) the Call Price; (iii) the number of such holder's outstanding shares of Series C Preferred Stock to be repurchased by the members Corporation; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Xxxxxxx Group collectively for all Call Price, including any procedures applicable to redemptions to be accomplished through book-entry transfers; and (v) that dividends on the shares of the Subject Shares (the "Gross Purchase Price") will Series C Preferred Stock to be an amount equal repurchased shall cease to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series accumulate as of the Call Date, or, if such shares are not actually repurchased on such date, the date on which the shares of Xxxxxx'x death, multiplied Series C Preferred Stock are actually repurchased by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberCorporation. (d) The Gross Purchase Price will be payable Upon the Call Date (unless the Corporation shall default in cash ormaking payment of the appropriate Call Price), as to any series whether or not certificates for shares which are the subject of High Vote Stock included in the Subject SharesCall Notice have been surrendered for cancellation, in fully paid and nonassessable the shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote C Preferred Stock to be delivered repurchased shall be deemed to be no longer outstanding, dividends on such shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for the rights to receive the Call Price, without interest, and, up to the Holder on the Closing Date shall be equal to the quotient obtained by dividing later of (i) the Series Stock Value for close of business on the corresponding series of High Vote Stock by first (1st) Business Day preceding the Call Date or (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered date on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Series C Preferred Stock are actually repurchased, the right to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable convert such shares pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateSection 8 hereof.

Call Right. Section 1 of the Outstanding Warrants is hereby amended to provide that, subject to and upon the terms and conditions set forth in this Agreement, (i) the Expiration Date is extended to December 31, 2021 and (ii) until the earlier of (a) Subject the Expiration Date or (b) the date that the Investors no longer hold any of the Outstanding Warrants, the Investors hereby grant to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company shall have the right (the "“Call Right")”) to require the Investors, exercisable by action on a pro rata basis, to exercise the Outstanding Warrants on the following terms: (a) So long as closing price for the Common Stock on the Principal Market immediately prior to exercise of the Independent Committee, to purchase all but not less than all Call Right is in excess of the shares of High Vote Stock beneficially owned by each Member at Exercise Price (as defined in the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are Outstanding Warrants) then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereeseffect, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, from time to time, with respect to the Warrant Shares, with each Investor then required to exercise that number of shares equal to the percentage set forth opposite such Investor’s name in column (4) of the Schedule of Investors multiplied by giving the total number of Warrant Shares subject to the Company’s exercise of the Call Right. To exercise the Call Right pursuant to Section 1(a), the Company shall deliver to the Investors a written exercise notice of such exercise (the "Company “Exercise Notice"”) that states (i) its election to each Member and each such Permitted Transfereeexercise the Call Right, if any (collectively, ii) the "Holder"total number of Warrant Shares under the Outstanding Warrants in respect of which the Call Right is being exercised (the “Called Shares”), at any time during (iii) the period commencing on number of Warrant Shares each Investor must exercise with respect to the Outstanding Warrants, and including (iv) the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may aggregate cash purchase price for each Investor’s Called Shares. The Investors shall be required to confirm purchase the appointment Called Shares within four (4) weeks of the personal representative(sdelivery of the Exercise Notice. (b) Upon the Company’s receipt of the applicable purchase price for Xxxxxx'x estate or for Xxxxxx'x estate the Called Shares pursuant to act through its personal representative(s) has been completed (such periodSection 1(a), the "Call Period"). The date Company shall deliver to the applicable Investor a New Warrant, in substantially the form attached hereto as Exhibit B, to purchase a number of New Warrant Shares equal to the number of Called Shares for such Investor, duly executed on behalf of the Company Notice is given to and registered in the Holder is referred to as the "Exercise DateInvestor’s name." (c) The total consideration payable Regardless of whether exercised pursuant to the members Call Right or by action initiated by an Investor, the parties shall use their reasonable best efforts to agree upon an allocation of the Xxxxxxx Group collectively for all purchase price between the Warrant Shares and New Warrants based on the relative fair market values thereof, taking into account the trading price of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of Company’s stock on the date of Xxxxxx'x death, multiplied by exercise and using the number of shares of such series included in Black-Scholes methodology for valuing the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice")New Warrants. The Holder Election Notice parties shall specify as to each series of High Vote Stock included follow any such agreed allocation consistently in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Daterelevant tax reporting. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to During the last sentence of this subsection (a)Call Term, upon Xxxxxx'x death, the Company Elandia shall have the right to obligate Xxxxxxxx (the "Call Right"), exercisable by action of the Independent Committee, “Call”) to purchase exchange all (but not less than all all) of the shares Common Units held by or for the benefit of High Vote Stock beneficially owned by each Member at Xxxxxxxx (the time “Call Units”) for Elandia Shares, in the amount set forth herein. The number of Xxxxxx'x death and all but not less than all Elandia Shares to be issued to Xxxxxxxx pursuant to its exercise of the shares Call under this Section 11.14 shall be equal to the sum of High Vote Stock that are then beneficially owned (i) (A) the product of the number of Call Units and the Fair Market Value per Unit divided by any Permitted Transferee (B) the Market Price of any Member the Elandia Shares (“Call Exchange Consideration”), and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member (ii) 1,150,000 Elandia Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereescollectively, the "Subject Shares"“Call Consideration”); provided, that if the Elandia Shares are not then listed on a Principal Market, the Fair Market Value per Elandia Share shall be used in lieu of the Market Price for purposes of the above formula. In order to exercise the Call, Elandia must deliver written notice to Xxxxxxxx during the Call Term (the “Call Notice”). Upon receipt of the Call Notice, (i) the Board of Managers of the Company, acting unanimously, shall have ninety (90) days to select an Independent Appraiser and (ii) Xxxxxxxx shall have ninety (90) days to prospectively designate a date within such 90-day period that shall be used by the Independent Appraiser to measure and establish the value of the Units (the “Call Valuation Date”). The Company may not exercise shall notify Xxxxxxxx and Elandia in writing of its selection of the Independent Appraiser. Xxxxxxxx shall notify Elandia of its designation of the Call Valuation Date within five (5) days from making such determination (the “Call Valuation Notice”). The Company shall be responsible for all fees and expenses of the Independent Appraiser as a result of Elandia exercising its Call. Elandia may, in its sole discretion, elect to withdraw its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under at anytime during the corresponding provisions period commencing on the date Elandia receives the Call Valuation Notice and expiring one day prior to the Call Valuation Date (the “Call Withdrawal Period”) by notifying Xxxxxxxx in writing of such election (the “Call Withdrawal Notice”). If Xxxxxxxx does not receive a Call Withdrawal Notice during the Call Withdrawal Period, the consummation of the Xxxxxx Call Agreementshall occur within ten (10) days after Elandia receives a written appraisal report of the Units from the Independent Appraiser (the “Call Closing”). (b) The Company may exercise At the Call RightClosing, Elandia shall deliver to Xxxxxxxx the Call Consideration and Xxxxxxxx shall execute and deliver a Unit assignment or assignments separate from certificate (or Unit Certificates duly endorsed for transfer) transferring to Elandia the Call Units and such other endorsements, assignments, documents or instruments executed by giving written notice of such exercise (the "Company Notice") Xxxxxxxx as is necessary to each Member transfer and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required convey to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given Elandia title to the Holder is referred to Call Units, as the "Exercise Dateowner, free and clear of all Liens." (c) The total consideration payable Notwithstanding anything to the members of contrary contained in this Section 11.14, (i) Elandia shall have the Xxxxxxx Group collectively right, in its sole and absolute discretion, to substitute cash for all of the Subject Elandia Shares required to be issued to Xxxxxxxx pursuant to Section 11.14(a) above, (ii) if Elandia’s securities are not listed on a Principal Market and Elandia exercises the "Gross Purchase Price"Call pursuant to Section 11.14(a) will be above, then Elandia shall pay to Alvarado cash in an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of (A) the product of the Common Units held in Xxxxxxxx’x name and the Fair Market Value Per Share Value for such series Unit as of the date Call Valuation Date, plus (B) the product of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject 1,150,000 Elandia Shares and the number of shares of any series included in Fair Market Value Per Elandia Share, and (iii) if Elandia’s securities are listed on a Principal Market and Elandia exercises the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company Call pursuant to Section 3.111.14(a) above, by written notice given then Elandia shall pay to the Company at least 60 days prior to the Closing Date Xxxxxxxx fifteen percent (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion 15%) of the Series Purchase Price to be paid Call Exchange Consideration in Low Vote Stock cash and eighty-five percent (85%) of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment Call Exchange Consideration in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateElandia Shares. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject At any time from and after the earliest to occur of (i) eighteen (18) months after the last sentence date of this subsection Agreement; (a)ii) the death or Disability of JAF or (iii) JAF's voluntary termination of employment with NCI, upon Xxxxxx'x death, the Company Hollinger shall have the right (the "Call Right") to cause JAF to xxxx xx Hollinger in accordance with Sections 8.2(b) and 8.2(c), exercisable by action all, but not lxxx xxxx all, of JAF's Membership Interest (the "Purchased Interest") for a purchase price (the "Call Price") equal to the greater of (y) One Million Eight Hundred Thousand Dollars ($1,800,000) or (z) the "fair market value" of the Independent CommitteePurchased Interest, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser as such fair market value is determined in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"8.2(c). The Company may not exercise its In order for the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under to be exercised, Hollinger must deliver a written notice of exercise to JAF (or his legax xxxxxxentative) and the corresponding provisions Company within ninety (90) days following the occurrence of the Xxxxxx Call Agreementevent specified above triggering such right. Upon the Company's receipt of such notice, it shall initiate the procedures set forth in Section 8.2(c) to determine the fair market value of the Purchased Interest. (b) The Company may exercise the Call Right, by giving written notice of such exercise closing (the "Company NoticeCall Closing") for the purchase and sale of the Purchased Interest shall occur at the office of the Company at a time (during its ordinary business hours) and date fixed by Hollinger in writing to each Member and each such Permitted Transferee, if any JAF (collectively, the "Holder"), at any time during the period commencing on and including or his legal representative) not more than xxxxxx (30) days after the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any the fair market value of the Purchased Interest is determined. At the Call Closing, Hollinger shall pay to JAF (or his legal action that representative) the Call Price (xx xxxx or certified check drawn on a United States bank) and JAF (or his legal representative) shall deliver an assignment agreement, in form and substance acceptable to Hollinger, whereby JAF irrevocably Transfers the Purchased Interest xxxx xxx clear of all Encumbrances and such other documents and instruments as may be required to confirm the appointment by counsel for Hollinger. (c) The fair market value of the personal representative(sPurchased Xxxxxxxt shall be determined as follows: (i) for Xxxxxx'x estate For a period of ten (10) Business Days following the delivery of the exercise notice required under Section 8.2(b), Hollinger and JAF (or for Xxxxxx'x estate his legal representative) shall enter into goox xxxxx negotiations to act through its personal representative(sdetermine the fair market value of the Purchased Interest. (ii) has been completed If, upon the expiration of such ten (10)-Business Day period, Hollinger and JAF (or his legal representative) have not agreed upon the xxxx xxrket value of the Purchased Interest, then Hollinger shall be entitled to select an unaffiliated, impartial and xxxxxxxxested appraiser to determine the fair market value of the Purchased Interest, provided that such appraiser so selected by Hollinger is a nationally recognized investment banking firm (such period, Perxxx xx selected to determine the "Call Period"). The date fair market value of the Company Notice Purchased Interest is given to the Holder is hereinafter referred to as the "Exercise Date.Appraiser" (c) ). The total consideration payable Appraiser shall be instructed to the members make its determination of the Xxxxxxx Group collectively for all fair market value of the Subject Shares Purchased Interest within thirty (the "Gross Purchase Price"30) will be an amount equal to the sum days. In making its determination of the amounts determined fair market value of the Purchased Interest, the Appraiser shall be required to take into consideration, at a minimum, the specific attributes of the Purchased Interest set forth in the terms and conditions of this Agreement. After reaching a decision, the Appraiser shall give written notice to each of Hollinger and JAF (or his legal representative) of the fair market xxxxx of the Purchased Interest. Such valuation and the determination of such value in accordance with the following formula for each series of High Vote Stock included in terms and conditions hereof shall be final, binding and conclusive on JAF (or his estate) and Hollinger. (iii) Notwithstanding anything conxxxxxx xxrein to the Subject Shares: 110% contrary, Hollinger and JAF (or his legal representative) may submit, and the Apxxxxxxx shall consider, any information, data or documents related to the operations or financial results of the product Company or NCI to the Appraiser prior to the Appraiser's final determination of the Per Share Value for such series as fair market value of the date Purchased Interest. (iv) The fees and expenses of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares Appraiser shall be calculated without duplication for any shares that may, paid one-half by virtue of the definition of "beneficially owned," be deemed to be beneficially owned Hollinger and one-half by more than one MemberJAF (or his estate). (d) The Gross Purchase Price will be payable in cash orIf xxx Xxxx Right becomes exercisable by reason of JAF's death or Disability and Hollinger shall fail to timely deliver the exercise notice required uxxxx Xxxxion 8.2(b), as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, then JAF (or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may electhis legal representative), subject to the rights terms and conditions of Section 8.3, shall have the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateTransfer his Membership Interest. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company BCI shall have the right (the "Call Right")) to ---------- purchase this Warrant, exercisable by action as a whole but not in part, as provided in this Section 6. If a Controlling Interest Acquisition of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted TransfereesCompany shall have occurred, the "Subject Shares"). The Company may not exercise its Call Right under and BCI shall notify the Registered Holder of this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice Warrant of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at occurrence not later than the Close of Business on the 50th day date thereof. Not later than the Close of Business on the second Business Day following such notice having been given to the Registered Holder, the Registered Holder shall notify the Company and BCI if it intends to exercise the Warrant (an "Intent Notice"). If the Registered Holder shall give an Intent Notice, BCI shall be entitled to exercise its Call Right at any time prior to the Close of Business on the second Business Day after such Intent Notice shall have been delivered to the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed Company and BCI (such period, the "Call PeriodRight Expiration Time"). The date the Company Notice is given to the Holder is referred to as Such right shall be exercised by BCI by delivering written notice (the "Exercise Date.Notice" (c) The total consideration payable to the members of Registered Holder and the Xxxxxxx Group collectively Company at any time prior to the Call Right Expiration Time. The purchase price payable by BCI for all of the Subject Shares Warrant (the "Gross Purchase BCI Call Right Exercise Price") will shall be equal to (i) seven percent (or such other percentage that the Specified Number shall represent of the Fully Diluted Common Units in accordance with the last sentence of Section 3B hereof, if applicable) of the FAD Equity Value on the date of the exercise of the Call Right minus (ii) the aggregate Exercise Price of this Warrant; provided, ----- -------- however, that if the number of Stores whose results of operation are included ------- (actually or on a pro forma basis) in the calculation of FAD Equity Value with respect to the Company, together with the number of Stores whose results of operation were included (actually or on a pro forma basis) in the calculation of FAD Equity Value for all Previously Converted FADs, exceeds 1,500 Stores, then the Exercise Price used in calculating the dollar amount of clause (ii) above shall be reduced to an amount equal to the sum result obtained by multiplying the then effective Exercise Price by a fraction, the numerator of which is the amounts determined in accordance with the following formula for each series maximum number of High Vote Stock Stores whose results of operations could have been included in the Subject Shares: 110% calculation of the product of the Per Share Company's FAD Equity Value for such series as this proviso not to apply and the denominator of the date of Xxxxxx'x death, multiplied by which is the number of shares Stores whose results of such series operation were included (actually or on a pro forma basis) in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue calculation of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) Company's FAD Equity Value. The Gross Purchase BCI Call Right Exercise Price will shall be payable in cash orcash, as to any series of High Vote Stock included in the Subject Sharesor at BCI's option, in fully paid and nonassessable shares of Low Vote BCI Common Stock having a value, based on the average of the corresponding series, or any combination of BCI Closing Prices for the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days five Trading Days immediately prior to the Closing Date (last Business Day before the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion exercise of the Series Purchase Price Call Right, equal to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value")BCI Call Right Exercise Price. The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to If BCI shall elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in deliver shares of Low Vote StockBCI Common Stock in lieu of cash, the number of such shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing have been (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, and (ii) listed on the principal national securities market or an exemption from the registration requirements exchange on which shares of BCI Common Stock are then listed or admitted for trading. The closing of the Securities Actpurchase and sale of this Warrant shall take place at the offices of BCI on the tenth Business Day following BCI's delivery of its Exercise Notice. The Company will be under no obligation At such closing, the Registered Holder shall deliver this Warrant, together with an Assignment in the form of Exhibit 2 hereto assigning this Warrant to register BCI, and BCI shall deliver to the Registered Holder the BCI Call Right Exercise Price in immediately available funds or, if BCI shall have elected to deliver shares of BCI Common Stock, certificates for such shares for resale except as otherwise provided registered in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights name of the Company hereunderRegistered Holder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject If the Optionee's Service is terminated for any reason, within 90 days after such date (or within 180 days after any Shares to the last sentence of this subsection (abe purchased hereunder have vested, if later), upon Xxxxxx'x death, the Company shall have the right and option to purchase (the "Call Right")) and such Optionee, exercisable by action upon exercise of such Call Right, shall be required to sell to the Independent CommitteeCompany, to purchase all but not less than any or all of the shares of High Vote Stock beneficially owned Shares acquired by each Member Optionee pursuant to this Agreement (the "Call Shares") at the Fair Market Value. In the event the Optionee elects (to the extent permitted under Section 6(b) hereof) to exercise any of Optionee's Options after the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted TransfereesCompany has exercised its Call Right hereunder, the "Subject Shares"). The Company may not shall have 90 days after any such exercise by the Optionee to exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under with respect to such additional Shares (or 180 days after the corresponding provisions of the Xxxxxx Call Agreementvesting thereof, if later). (bii) The If the Company may desires to exercise the its Call Right, by giving the Company shall not later than the applicable period described for such purchase in Section 6(c)(i), send written notice to the Optionee of such exercise its intention to purchase the Call Shares, specifying the number of Call Shares to be purchased (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion closing of the Series Purchase Price to be paid in Low Vote Stock purchase shall take place at the principal office of the corresponding series Company on the later of the date that is thirty (such portion, as to each series 30) days after giving the Call Notice and the date that is ten (10) business days after the final determination of High Vote Stock, being the "Series Stock Fair Market Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less Optionee shall deliver to the Gross Stock Value is herein referred Company the Call Shares and duly executed instruments transferring title to as the "Closing Date Amount". Subject Call Shares to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any against payment of the Subject Shares purchased in cash on the Closing Dateappropriate purchase price to such Optionee. (eiii) If Any amounts payable under this Section 6(c) may be paid (A) in cash; (B) by offset of any obligation of the Holder has timely elected in accordance with Section 2.2(dOptionee to the Company or its Affiliates; or (C) to receive any portion of the Gross Purchase Price extent that payment in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant cash would give rise to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.event of

Call Right. The Purchaser shall have, during the Exercise Period (a) Subject to the last sentence of this subsection (aas defined below), upon Xxxxxx'x deathand when a Condition is met, the Company right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the right obligation to sell to the Purchaser or her Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the "“Call Right"”). Purchaser or Nominee(s) shall be permitted to purchase, exercisable by action and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the Independent Committeefollowing Conditions: Condition Number of Seller’s Shares as to which there is a Call Right Condition 1 50 % Condition 2 20 % Condition 3 20 % Condition 4 10 % However, to purchase all but in case that the Company achieve not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 201 1then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 30% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2012. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the shares of High Vote Stock beneficially owned Seller’s Shares then held by each Member at the time of Xxxxxx'x death and all but not less than all of Seller, without any regard to the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares")Conditions being met. The Company may not Purchaser shall be entitled to exercise its such Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under immediately and the corresponding provisions Seller shall transfer to the Purchaser or her Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or her Nominee(s)’s exercise of the Xxxxxx Call Agreement. (b) The Company may exercise the such Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, 9.1 Where a Qualified IPO has not been completed by the Company shall have on or before 31 December 2014, in the right (event that the "Call Right"), exercisable by action of Actual 2014 Net Profit After Tax from the Independent Committee, to purchase all but not 2014 Audited Accounts is less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder")RMB 100,000,000, at any time during after the period commencing delivery of the 2014 Audited Accounts to the holders of Series A Preferred Shares, each Investor shall have the right, by written notice (a “Call Notice”), to require (the “Call Right”): 9.1.1 the FounderCos to, and Founders shall cause the FounderCos to, transfer a number of Ordinary Shares to such Investor at par value (the “Maximum Call Shares”) equal to the product of (a) the total number of outstanding issued Ordinary Shares on a fully-diluted and including the date of Xxxxxx'x death and ending as-converted basis as at the Close of Business on Call Date (as defined below) multiplied by (b) (x) 20%, with respect to Investor 1, and 10% with respect to Investor 2, multiplied by (1) RMB 100,000,000 divided by (2) the 50th day after Actual 2014 Net Profit After Tax, minus (y) 20%, with respect to Investor 1, and 10%, with respect to Investor 2; or 9.1.2 the date, following Xxxxxx'x death, on which any legal action that may be required Founders and FounderCos to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (pay such period, the "Call Period"). The date the Company Notice is given Investor an amount in cash equal to the Holder is referred product of (a) (x) 20%, with respect to as the "Exercise Date." Investor 1, and (y) 10%, with respect to Investor 2, multiplied by (b) 10 multiplied by (c) The (USD Dollar equivalent of RMB 100,000,000 – Actual 2014 Net Profit After Tax) (such total consideration payable amount, the “Maximum Call Cash”); or 9.1.3 the Founders and FounderCos to, (a) transfer a number of Ordinary Shares to such Investor at par value that is less than the members of the Xxxxxxx Group collectively for all of the Subject Maximum Call Shares (the "Gross Purchase Price"“Elected Call Shares” and, the difference between the Maximum Call Shares and the Elected Call Shares, the “Shortfall Call Shares”) will be and (b) pay to such Investor an amount equal to the sum product of (x) the Maximum Call Cash multiplied by (y) the Shortfall Call Shares divided by (z) the Maximum Call Shares. 9.2 Notwithstanding anything to the contrary herein, each Investor shall be entitled to exercise the Call Right only to the extent that after such exercise, (i) such Investor’s ownership of Shares (on a fully diluted and as-converted basis) shall not exceed (x) 139,768,988 Shares minus (y) the number of Ordinary Shares that FounderCo 1A, FounderCo 2 and FounderCo 3 are required to transfer to the Investor(s) under the Call Right calculated pursuant to Clause 9.4, (ii) FounderCo 1A, FounderCo 2 and FounderCo 3 shall own no less than 30% of the amounts determined share capital of the Company on a fully diluted and as-converted basis, and (iii) the Investors shall own in the aggregate no more than 49.9% of the share capital of the Company (“Investors Maximum Holding Threshold”) on a fully diluted and as-converted basis. If both Investors shall exercise their Call Rights to require the FounderCos to transfer Shares (the Shares elected to be transferred subject to the Call Right, “Call Shares”) to them and the aggregate number of Shares held by the Investors after such transfer shall exceed the Investors Maximum Holding Threshold, the amount of each Investor’s Call Shares shall be reduced on a pro rata basis (based on the amount of each Investor’s Call Shares as compared to both Investors’ aggregate Call Shares) to an amount such that the aggregate percentage of Shares held by the Investors after such exercise shall not exceed the Investor Maximum Holding Threshold, and the reduced portion shall be subject to cash payment in accordance with Clause 9.1.3(b). 9.3 The Call Notice shall specify the Call Right being exercised and the date on which the Ordinary Shares shall be transferred and/or cash shall be paid to the Investors pursuant to the Call Right (the "Call Date"), being a date that is at least thirty (30) days following formula for each series of High Vote Stock included in the Subject Shares: 110% date of the product Call Notice. 9.4 Upon the exercise of the Per Share Value for Call Right by any Investor, each FounderCo shall be obliged to (a) transfer a number of Shares to the Investor(s) equal to the total number of Shares subject to the Call Right multiplied by a fraction, the numerator of which is the total number of Shares held by such series FounderCo (on a fully diluted and as-converted basis) as of the date of Xxxxxx'x deaththe Call Notice, and the denominator of which is the aggregate number of Shares held by all FounderCos as of the date of the Call Notice and (b) pay, jointly and severally with the Founders and other FounderCos, an amount in cash to the Investor(s) equal to the total cash amount payable under the Call Right multiplied by a fraction, the numerator of which is the total number of shares Shares held by such FounderCo (on a fully diluted and as- converted basis) as of such series included in the Subject Shares (such amountdate of the Call Notice, as to each series, and the "Series Purchase Price"). In calculating any Series Purchase Price or denominator of which is the Gross Purchase Price, the aggregate number of Subject Shares held by all FounderCos as of the date of the Call Notice. 9.5 Each Investor shall have the right to require the Founders and the number FounderCos to transfer Shares or pay cash to such Investor on or before the Call Date. The applicable call amount (including cash and the value of shares of any series included in the Subject Ordinary Shares to be transferred) pursuant to the Call Right shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date “Call Amount"”. Subject An annual default interest rate of 12% shall apply to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date unpaid Call Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash due on the Closing Call Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion 9.6 The obligations of the Gross Purchase Price in shares of Low Vote Stock, Controlling Shareholders under the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date Call Right shall be equal to the quotient obtained secured by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements a pledge of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into Ordinary Shares held by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx Controlling Shareholders pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free Share Charge. 9.7 For avoidance of any rights of doubt, the Company hereunder. (f) Amounts payable Call Right that the Investors are entitled to pursuant to this Agreement in cash shall, unless otherwise agreed by Clause 9 shall terminate upon the Company and the Xxxxxxx Group Representative, be paid by wire transfer occurrence of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Datea Qualified IPO.

Call Right. a. The Investors agree that at any time during the Call Period (a) Subject to the last sentence of this subsection (aas hereinafter defined), upon Xxxxxx'x death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, and option to purchase all all, but not less than all all, of the shares of High Vote Stock beneficially owned by each Member at Shares from the time of Xxxxxx'x death and all but not less than all of Investors as set forth herein (the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"“Call Right”). Exhibit 10.41 b. The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises shall be exercisable for a period from January 1, 2015 to and including December 31, 2015 (the “Call Period”) by the Company delivering written notice (a “Call Notice”) to the Investors’ Representative (as hereinafter defined) of its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement. (b) The Company may election to exercise the Call Right. c. The purchase price for the Shares purchased under this Article 1 shall be the greater of (i) $1.00 per share (as adjusted to reflect stock splits, by giving written notice of such exercise (stock dividends, reclassifications, or similar events after the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"Effective Date), at any time during the period commencing on and including or (ii) Fair Market Value (as hereinafter defined) as of the date of Xxxxxx'x death the Call Notice. Notwithstanding the foregoing, if (x) the Company exercises the Call Right at a time when (i) the Company has engaged an investment banker for the sale of the entire Company (a “Sale Transaction”), and ending at (ii) the Close of Business on Company is actively engaged in such sale process, and (y) the 50th day Company consummates a Sale Transaction within 180 days after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment date of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such periodCall Notice, the "Call Period"). The date then the Company Notice is given shall pay to the Holder is referred to Investors as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively additional purchase price for all of the Subject Shares (the "Gross Purchase Price") will be such Shares, an amount equal to the sum difference (but not less than zero) of (a) the amount the Investors would have received in respect of the amounts determined Shares sold pursuant to the Call Right as if they had owned such Shares upon consummation of the Sale Transaction minus (b) the amount received by the Investors for such Shares at the Call Closing (as hereinafter defined), provided, that, if the consideration the Investors would have received in accordance with the following formula for each series respect of High Vote Stock included such Shares in the Subject Shares: 110% Sale Transaction is in a form other than cash, the Investors shall be paid such additional purchase price in that same form of non-cash consideration, provided, further, to the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included extent any consideration in the Subject Shares (such amountSale Transaction is payable after the closing thereof, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares then a pro rata portion of any series included in amount payable to the Subject Shares Investors under this Section 1(c) shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will likewise be payable in cash oras, as to any series of High Vote Stock included in the Subject Shares, in fully if and when paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount"Sale Transaction. Subject to the Company's right foregoing proviso, any additional purchase price payable to elect the Investors pursuant to require a public sale the immediately preceding sentence shall be paid to the Investors no later than ten (10) days after the date on which the Investors would have received such consideration had they participated as selling parties in accordance the Sale Transaction. d. The closing for the Shares purchased under this Article 1 (the “Call Closing”) shall occur at such place, date and time as the Investors’ Representative and the Company shall mutually agree in writing. If such parties cannot so agree on or before the fifth (5th) business day following the final determination of Fair Market Value with Section 3respect to the Call Right exercised under this Article 1, the Call Closing Date Amount shall take place at 10:00 a.m. local time at the Company’s principal business office on the fifth (5th) business day after such final determination. At the Call Closing, the Investors shall deliver all of the certificates evidencing the Shares (or other applicable transfer instruments), duly endorsed for transfer and such Shares shall be delivered free and clear of all Liens (as hereinafter defined), and each of the Investors shall severally, and not jointly and severally, so represent and warrant, and shall further severally, and not jointly and severally, represent and warrant that it is the sole beneficial and record owner of its respective Shares, with the full right, power and authority to convey such Shares to the Xxxxxxx Group RepresentativeCompany. At the Call Closing, on behalf of all Members and Permitted Transferees who held any of the Subject parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate to effectuate such closing. Payment of the purchase price for any Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date under this Article 1 shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into made by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by at the Company and the Xxxxxxx Group Representative, be paid Call Closing by wire transfer of next day immediately available funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Investor Representative at least two (2) Business Days before against delivery of the Closing Date.Shares as aforesaid. For purposes of this Agreement, “Lien” means any lien, charge, claim, encumbrance, liability, obligation, pledge, security interest, mortgage, deed of trust, right of first refusal or right of first offer, preemptive right, subscription right, or other rights, restrictions or limitations of any kind. Exhibit 10.41

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x deathAt any time following a Call Event, the Company Member that is not the subject of the Call Event (the “Calling Member”) shall have the right (the "“Call Right"), exercisable by action of the Independent Committee, ”) to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at Membership Interests (collectively, the time of Xxxxxx'x death and all but not less than all “Call Interest”) of the shares Member who was the subject of High Vote Stock that are then beneficially owned by the Call Event and any Permitted Transferee Affiliates of any such Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereescollectively, the "Subject Shares"). “Called Member”) in the manner described in this Section 11.11. (b) If the Calling Member elects to institute the procedures set forth in this Section 11.11, then the Calling Member shall deliver a notice (a “Call Notice”) to the Called Member. (c) The Company may not Call Notice shall contain: (i) a written statement that the Calling Member desires to exercise its the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under 11.11 (ii) the corresponding provisions Calling Member’s proposed determination of the Xxxxxx Call Agreement. (b) The Company may exercise Fair Market Value of the Call Right, by giving written notice Interest; and (iii) the name of such exercise the Qualified Appraiser (the "Company Notice"“First Call Appraiser”) to each be engaged by the Calling Member to determine the Fair Market Value of the Call Interest if the Calling Member and each the Called Member cannot otherwise agree on such Permitted Transferee, if any (collectivelyFair Market Value. For purposes of this Section 11.11, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment Fair Market Value of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate Call Interests shall exclude any value attributable to act through its personal representative(s) has been completed (such period, Section 7.15 and/or the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberXxxxxx City Opportunity. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in Within thirty (30) days after the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock Called Member’s receipt of the corresponding seriesCall Notice, or any combination the Called Member shall take either of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, following actions: (i) accept (by written notice given to the Company at least 60 days prior Calling Member) the Fair Market Value proposed by the Calling Member, or (ii) engage a second Qualified Appraiser (the “Second Call Appraiser”) to determine the Fair Market Value of the Call Interest. If the Called Member does not object to the Closing Date Calling Member’s proposed Fair Market Value within such thirty (30) day period and/or does not engage a Second Call Appraiser, then the "Holder Election Notice"). The Holder Election Notice shall specify as Called Member will be deemed to each series of High Vote Stock included in have accepted the Subject Shares, the portion Calling Member’s proposed Fair Market Value of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateCall Interests. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion Calling Member and the Call Member cannot agree on the Fair Market Value of the Gross Purchase Price Call Interests pursuant to Section 11.11(d), then the appraisal procedures set forth in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date this Section 11.11(e) shall be equal used to the quotient obtained by dividing determine such Fair Market Value: (i) The First Call Appraiser and the Series Stock Second Call Appraiser shall each determine the Fair Market Value for of the corresponding series Call Interests within 30 days after the engagement of High Vote Stock the Second Call Appraiser. If the Fair Market Value determinations of the First Call Appraiser and the Second Call Appraiser differ by an amount equal to or less than 10% of the higher of the two determinations of the Fair Market Value, then the Fair Market Value shall equal the arithmetic average of the two determinations (which shall be binding on the Calling Member and the Called Member). (ii) If the Per Share Fair Market Value determinations of the First Call Appraiser and the Second Call Appraiser differ by an amount that is more than 10% of the higher of the two determinations of the Fair Market Value, then each of the First Call Appraiser and the Second Call Appraiser shall promptly submit a list of three other Qualified Appraisers to each other. (A) If the name of one Qualified Appraiser appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then such Qualified Appraiser shall be selected to determine the Fair Market Value of the Call Interests (the Qualified Appraiser selected pursuant to this Section 11.11(e)(ii) to determine the Fair Market Value of the Call Interests shall be referred to as the “Third Call Appraiser”). (B) If the name of more than one Qualified Appraiser appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then the Qualified Appraiser who appears on both such corresponding series lists and whose surname is first in an alphabetical list of High Vote Stockthe Qualified Appraisers who appear on both such lists shall be selected as the Third Call Appraiser. (C) If the name of no Qualified Appraisers appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then one Qualified Appraiser shall be drawn by lot from the six Qualified Appraisers by a representative of the Called Member in the presence of a representative of the Calling Member, and the Qualified Appraiser whose name is so drawn shall be the Third Call Appraiser. (D) If either of the First Call Appraiser or the Second Call Appraiser fails to submit the names of any Qualified Appraisers, then the First Call Appraiser or the Second Call Appraiser, as the case may be, who submitted the names of one or more Qualified Appraisers shall select the Third Call Appraiser from the names submitted by such First Call Appraiser or Second Call Appraiser, as the case may be. (E) The Third Call Appraiser shall determine the Fair Market Value of the Call Interests within 30 days after the engagement of such Third Call Appraiser. The shares to After the Third Call Appraiser has completed its appraisal of the Call Interests, the Fair Market Value of the Call Interests shall then equal the arithmetic average of the two appraisals that are closest together. Such Fair Market Value determination shall be so delivered binding on the Closing Date will not have been registered for sale under Called Member and the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from Calling Member. (iii) To the registration requirements extent applicable, the costs of the Securities Act. The Company will First Call Appraiser shall be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into borne by the Company Calling Member, the costs of the Second Call Appraiser shall be borne by the Called Member, and the Holder on or prior to costs of the Closing Date pursuant to which the Company Third Call Appraiser, if any, shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted be shared equally by the Company to Xxxxxx pursuant to Calling Member and the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderCalled Member. (f) Amounts payable The purchase price (the “Call Price”) for the Call Interest shall be: (i) with respect to a Call Event that results from the Bankruptcy of a Member, an amount equal to the Fair Market Value of the Call Interest as determined pursuant to Section 11.11(d) or Section 11.11(e); and (ii) with respect to any other Call Event, an amount equal to the product of: (A) 0.80; multiplied by (B) the Fair Market Value of the applicable Call Interest as determined pursuant to Section 11.11(d) or Section 11.11(e). The Call Price shall be paid in cash or other immediately available funds on the Call Closing Date. (g) The closing of the sale of the Call Interests pursuant to this Agreement in cash shallSection 11.11 shall occur within 15 days after the Fair Market Value of the Call Interests has been determined pursuant to Section 11.11(d) or Section 11.11(e), unless otherwise agreed by as applicable (the Company “Call Closing Date”). At such closing, the Called Member shall deliver such documents as the Calling Member may reasonably request to transfer good and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior indefeasible title to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateCall Interests. The Called Member shall transfer its Membership Interest free and clear of all liens, security interests, claims, and encumbrances.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 4.6, a Redeeming Member shall be deemed to have offered to sell its Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and any member of the PubCo Holdings Group may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designees) would otherwise receive pursuant to Section 4.6(b) or Section 4.6(c)(i) or, at the election of such member of the PubCo Holdings Group, an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon such member of the PubCo Holdings Group shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Such member of the PubCo Holdings Group shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, upon Xxxxxx'x death, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementdetermines such reclassification is necessary. (bii) The Each member of the PubCo Holdings Group may, at any time prior to the Redemption Date, in its sole discretion deliver written notice (a “Call Election Notice”) to the Company may and the Redeeming Member setting forth its election to exercise the Call Right, . A Call Election Notice may be revoked by giving written notice the applicable member of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), PubCo Holdings Group at any time during time; provided that any such revocation does not prejudice the period commencing on and including ability of the date of Xxxxxx'x death and ending at the Close of Business parties to consummate a Redemption on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period")Redemption Date. The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except Except as otherwise provided in a Registration Rights Agreement to by this Section 4.6(f), an exercise of the Call Right shall be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx consummated pursuant to the Xxxxxx same timeframe and in the same manner as the relevant Redemption would have been consummated if PubCo had not delivered a Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderElection Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x deathAt any time following a Call Event, the Company Member that is not the subject of the Call Event (the “Calling Member”) shall have the right (the "“Call Right"), exercisable by action of the Independent Committee, ”) to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at Membership Interests (collectively, the time of Xxxxxx'x death and all but not less than all “Call Interest”) of the shares Member who was the subject of High Vote Stock that are then beneficially owned by the Call Event and any Permitted Transferee Affiliates of any such Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereescollectively, the "Subject Shares")“Called Member”) in the manner described in this Section 11.11. (b) If the Calling Member elects to institute the procedures set forth in this Section 11.11, then the Calling Member shall deliver a notice (a “Call Notice”) to the Called Member. 67 Amended and Restated LLC Agreement of TNHC Newport LLC (c) The Company may not Call Notice shall contain: (i) a written statement that the Calling Member desires to exercise its the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under 11.11 (ii) the corresponding provisions Calling Member’s proposed determination of the Xxxxxx Call Agreement. (b) The Company may exercise Fair Market Value of the Call Right, by giving written notice Interest; and (iii) the name of such exercise the Qualified Appraiser (the "Company Notice"“First Call Appraiser”) to each be engaged by the Calling Member to determine the Fair Market Value of the Call Interest if the Calling Member and each the Called Member cannot otherwise agree on such Permitted Transferee, if any (collectivelyFair Market Value. For purposes of this Section 11.11, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment Fair Market Value of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate Call Interests shall exclude any value attributable to act through its personal representative(s) has been completed (such period, Section 7.15 and/or the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberXxxxx City Opportunity. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in Within thirty (30) days after the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock Called Member’s receipt of the corresponding seriesCall Notice, or any combination the Called Member shall take either of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, following actions: (i) accept (by written notice given to the Company at least 60 days prior Calling Member) the Fair Market Value proposed by the Calling Member, or (ii) engage a second Qualified Appraiser (the “Second Call Appraiser”) to determine the Fair Market Value of the Call Interest. If the Called Member does not object to the Closing Date Calling Member’s proposed Fair Market Value within such thirty (30) day period and/or does not engage a Second Call Appraiser, then the "Holder Election Notice"). The Holder Election Notice shall specify as Called Member will be deemed to each series of High Vote Stock included in have accepted the Subject Shares, the portion Calling Member’s proposed Fair Market Value of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateCall Interests. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion Calling Member and the Call Member cannot agree on the Fair Market Value of the Gross Purchase Price Call Interests pursuant to Section 11.11(d), then the appraisal procedures set forth in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date this Section 11.11(e) shall be equal used to the quotient obtained by dividing determine such Fair Market Value: (i) The First Call Appraiser and the Series Stock Second Call Appraiser shall each determine the Fair Market Value for of the corresponding series Call Interests within 30 days after the engagement of High Vote Stock the Second Call Appraiser. If the Fair Market Value determinations of the First Call Appraiser and the Second Call Appraiser differ by an amount equal to or less than 10% of the higher of the two determinations of the Fair Market Value, then the Fair Market Value shall equal the arithmetic average of the two determinations (which shall be binding on the Calling Member and the Called Member). (ii) If the Per Share Fair Market Value determinations of the First Call Appraiser and the Second Call Appraiser differ by an amount that is more than 10% of the higher of the two determinations of the Fair Market Value, then each of the First Call Appraiser and the Second Call Appraiser shall promptly submit a list of three other Qualified Appraisers to each other. (A) If the name of one Qualified Appraiser appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then such Qualified Appraiser shall be selected to determine the Fair Market Value of the Call Interests (the Qualified Appraiser selected pursuant to this Section 11.11(e)(ii) to determine the Fair Market Value of the Call Interests shall be referred to as the “Third Call Appraiser”). 68 Amended and Restated LLC Agreement of TNHC Newport LLC (B) If the name of more than one Qualified Appraiser appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then the Qualified Appraiser who appears on both such corresponding series lists and whose surname is first in an alphabetical list of High Vote Stockthe Qualified Appraisers who appear on both such lists shall be selected as the Third Call Appraiser. (C) If the name of no Qualified Appraisers appears on both the list submitted by the First Call Appraiser and the list submitted by the Second Call Appraiser, then one Qualified Appraiser shall be drawn by lot from the six Qualified Appraisers by a representative of the Called Member in the presence of a representative of the Calling Member, and the Qualified Appraiser whose name is so drawn shall be the Third Call Appraiser. (D) If either of the First Call Appraiser or the Second Call Appraiser fails to submit the names of any Qualified Appraisers, then the First Call Appraiser or the Second Call Appraiser, as the case may be, who submitted the names of one or more Qualified Appraisers shall select the Third Call Appraiser from the names submitted by such First Call Appraiser or Second Call Appraiser, as the case may be. (E) The Third Call Appraiser shall determine the Fair Market Value of the Call Interests within 30 days after the engagement of such Third Call Appraiser. The shares to After the Third Call Appraiser has completed its appraisal of the Call Interests, the Fair Market Value of the Call Interests shall then equal the arithmetic average of the two appraisals that are closest together. Such Fair Market Value determination shall be so delivered binding on the Closing Date will not have been registered for sale under Called Member and the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from Calling Member. (iii) To the registration requirements extent applicable, the costs of the Securities Act. The Company will First Call Appraiser shall be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into borne by the Company Calling Member, the costs of the Second Call Appraiser shall be borne by the Called Member, and the Holder on or prior to costs of the Closing Date pursuant to which the Company Third Call Appraiser, if any, shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted be shared equally by the Company to Xxxxxx pursuant to Calling Member and the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderCalled Member. (f) Amounts payable The purchase price (the “Call Price”) for the Call Interest shall be: (i) with respect to a Call Event that results from the Bankruptcy of a Member, an amount equal to the Fair Market Value of the Call Interest as determined pursuant to Section 11.11(d) or Section 11.11(e); and (ii) with respect to any other Call Event, an amount equal to the product of: (A) 0.80; multiplied by (B) the Fair Market Value of the applicable Call Interest as determined pursuant to Section 11.11(d) or Section 11.11(e). The Call Price shall be paid in cash or other immediately available funds on the Call Closing Date. (g) The closing of the sale of the Call Interests pursuant to this Agreement in cash shallSection 11.11 shall occur within 15 days after the Fair Market Value of the Call Interests has been determined pursuant to Section 11.11(d) or Section 11.11(e), unless otherwise agreed by as applicable (the Company “Call Closing Date”). At such closing, the Called Member shall deliver such documents as the Calling Member may reasonably request to transfer good and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior indefeasible title to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateCall Interests. The Called Member shall transfer its Membership Interest free and clear of all liens, security interests, claims, and encumbrances.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 3.6, but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeeming Units to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, upon Xxxxxx'x death, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementdetermines such reclassification is necessary. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. The Company shall have no Repurchase Rights with respect to Vested Shares notwithstanding any provisions of the Plan to the contrary except as set forth in Section 3 above and this Section 6. (a) Subject Within one hundred twenty (120) days immediately following either (1) the termination of the Participant’s employment for Cause (as defined in and pursuant to the last sentence Senior Management Agreement) or (2) the Company’s actual knowledge of this subsection the violation by the Participant of Section 8.2, 8.3, 8.4 or 8.5 of the Senior Management Agreement which was the result of an intentional or grossly negligent action or omission by the Participant, or is not cured within five (a), upon Xxxxxx'x death5) days after written notice thereof by the Company to Participant, the Company shall have the right option (the "“Call Right"), exercisable ”) to require the Participant (or his transferees) to sell to the Company the Restricted Shares (whether Vested Shares or Unvested Shares) at a price per share equal to the original price per share paid by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call AgreementParticipant. (b) The Company may shall deliver written notice (the “Call Notice”) of the exercise of the Call Right, Right to the Participant within thirty (30) days immediately following an event described in Section 6(a) hereof. If a Call Notice is not received by giving written notice of the Participant within such exercise thirty (the "Company Notice"30) to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date Right granted pursuant to this Section 6 and the requirements of this Section 6 shall terminate and the Company Notice is given will have no further rights, and the Participant will have no further obligations, pursuant to this Section 6. Within ten (10) days following receipt of a Call Notice, the Company shall deliver written notice (the “Call Closing Notice”) to the Holder is referred Participant’s legal representative, which Call Closing Notice shall set forth the number and amount of Restricted Shares to as be repurchased (calculated in accordance with the "Exercise Dateprovisions of Section 6(a) above) (the “Called Shares”), the aggregate consideration to be paid for such Called Shares and the time and place for the closing of such repurchase." (c) The total consideration payable repurchase of Called Shares pursuant to this Section 6 shall be consummated (the “Call Closing”) at the Company’s principal office at 10:00 a.m., local time, on the thirtieth (30th) day next following the date of delivery of the Call Closing Notice, or on such later day as designated by the Company in the Call Closing Notice but not later than the sixtieth (60th) day next following the date of the delivery of the Call Closing Notice, (the “Call Closing Date”). If said date is a Saturday, Sunday or legal holiday, the Call Closing shall occur at the same time and place on the next succeeding business day. The Company shall pay for the Called Shares to be repurchased pursuant to the members of Call Right in a single lump sum on the Xxxxxxx Group collectively for all of Call Closing Date. Notwithstanding the Subject Shares (foregoing, the "Gross Purchase Price") will Company shall be entitled to offset from amounts due the Participant hereunder an amount equal to the sum all (or a portion) of the any amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied then owed by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given Participant to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held or any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities ActSubsidiary. The Company will shall be under no obligation entitled to register receive customary representations and warranties as to ownership, title, authority to sell and the like from the Participant (through his legal representative) or his transferees regarding such shares for resale except as otherwise provided in a Registration Rights Agreement repurchase, to require the signature of the Participant’s legal representative to be entered into guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the repurchase of the Called Shares. Notwithstanding anything to the contrary contained herein, all repurchases of and payments for the Called Shares by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Holder on Company’s and its subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of or prior to payment for the Closing Date pursuant Called Shares hereunder to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by Participant is otherwise entitled, the Company may make such repurchases or payments as soon as it is permitted to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderdo so under such restrictions. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to CommScope, at any time from the last sentence of this subsection (a)date hereof, upon Xxxxxx'x death, the Company shall have the right right, but not the obligation (the "Call RightCALL RIGHT"), exercisable by action of the Independent Committee, ) to purchase all all, but not less than all all, of the shares Shares Beneficially Owned by Furukawa and Furukawa's Affiliates (other than Shares which Furukawa and Furukawa's Affiliates have agreed to Sell to any Person (other than an Affiliate of High Vote Stock beneficially owned Furukawa) pursuant to a definitive agreement entered into in accordance with the terms hereof and of which CommScope has received at least two business days written notice of such definitive agreement (the "DEEMED SOLD SHARES")) for an aggregate price of $45,788,262 (the "CALL PRICE"), subject to adjustment as provided below, by each Member at the time of Xxxxxx'x death and all but not less than all ten and not more than twenty calendar days written notice (the "CALL NOTICE DATE"); PROVIDED, HOWEVER that if on the Call Notice Date, the Fair Market Value is greater than $59,524,741, (the "COLLAR PRICE"), subject to adjustment as provided below, then the aggregate purchase price for the called Shares will be equal to 90% of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof Fair Market Value (collectively for all Members and Permitted Transferees, the "Subject SharesMARKET PRICE"). The Furukawa shall not, and shall cause its Affiliates not to, Sell or enter into any agreement or arrangement to Sell any Shares to any Person other than the Company may not exercise its from and after the Call Right under this Section 2.2 unless Notice Date. If Furukawa or Furukawa's Affiliates Sell any Shares prior to the Call Notice Date, then the Call Price and the Collar Price shall be reduced by multiplying the Call Price and the Collar Price in effect immediately prior to such Sale by a fraction, the numerator of which is the number of Shares Beneficially Owned by Furukawa and Furukawa's Affiliates immediately after such Sale and the denominator of which is the number of Shares Beneficially Owned by Furukawa and Furukawa's Affiliates immediately prior to such Sale, it concurrently exercises its corresponding call right under being understood and agreed that Deemed Sold Shares shall be treated as Sold for purposes of any adjustment to the corresponding provisions of the Xxxxxx Call AgreementPrice and Collar Price. (b) The Company may exercise Within ten days of the Call RightDate, Furukawa and Furukawa's Affiliates will deliver the Shares Beneficially Owned by them (other than the Deemed Sold Shares) to CommScope and CommScope shall pay Furukawa or its designees the Call Price, or if applicable the Market Price, by giving written notice wire transfer of such exercise (the "Company Notice") immediately available federal funds to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied account specified by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more Furukawa no later than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 two days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value date of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderpayment. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject At any time prior to Project COD, the last sentence of this subsection Dominion Member may (abut is not required to), upon Xxxxxx'x death, at its option at any time prior to (x) the Company shall have the right one (1) year anniversary of occurrence of any Mandatory Funding Default Call Trigger (the "“Mandatory Call Right"), exercisable by action Right Expiration Date”) or (y) the ninety (90) day anniversary of the Independent Committeeoccurrence of the Non-Mandatory Funding Default Call Trigger, as applicable, elect to purchase acquire (including through an Affiliate of the Dominion Member) all (but not less than all all) of the shares of High Vote Stock beneficially owned Membership Interests held by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Partner Member and which shares were acquired directly or indirectly from a its Affiliates (the “Call Right”) by giving written notice (the “Call Notice”) to the Partner Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale its election to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereesexercise the Call Right; provided, that, the "Subject Shares"). The Company may not exercise its Partner Member shall have sixty (60) days following the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under Notice to cure the corresponding provisions event giving rise to the Call Notice, if capable of the Xxxxxx Call Agreementcure. (b) The Company may purchase price payable by the Dominion Member or an Affiliate thereof on the Dominion Member’s behalf in connection with the exercise of the Call Right shall be (I) in the case of any Mandatory Funding Default Call Trigger, an amount in cash equal to (x) the greater of (A) [***] per Unit and (B) [***] multiplied by the Fair Market Value of one (1) Unit (measured as of the date of the delivery of the Call Notice to the Partner Member) multiplied by (y) the number of Class B Units then-held by the Partner Member and (II) in the case of any Non-Mandatory Funding Default Call Trigger, an amount in cash equal to the greater of (a) (i) the Fair Market Value of one (1) Unit (measured as of the date of the delivery of the Call Notice to the Partner Member) multiplied by (ii) the number of Class B Units then-held by the Partner Member and (b) an amount equal to (i) the amount which results in a [***] IRR with respect to such Class B Units plus (ii) any amount incurred by the Partner Member or its Affiliates in connection with terminating or settling interest-rate hedging arrangement to which the Partner Member or any of its Affiliates is party, solely with respect to the Partner Member’s financing of Capital Contributions, as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right) less (iii) any amount received by the Partner Member or its Affiliates in connection with terminating or settling any interest-rate hedging arrangement to which the Partner Member or any of its Affiliates is a party, with respect to the Partner Member’s financing of Capital Contributions, as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right) plus (iv) any third-party out-of-pocket costs or expenses incurred by giving written notice the Partner Member or its Affiliates in connection with terminating any Member Financing that is a tax equity financing as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right). (c) If the Call Right is exercised by the Dominion Member or an Affiliate thereof, the Dominion Member or its Affiliate and the Partner Member shall execute all documents as may be reasonably necessary to consummate the transactions contemplated by this Section 3.4 as promptly as practicable (so long as such exercise documents only contain Acceptable Terms and Conditions), but in any event not later than ninety (the "Company Notice"90) to each Member and each days after such Permitted TransfereeCall Right is exercised, or, if any the Partner Member indicates its intent to cure such event prior to such ninety (collectively90)-day period, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day then not later than one hundred fifty (150) days after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment delivery of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed Call Notice (such period, the "“Call Consummation Period"”); provided, however, if the exercise of the Call Right is not consummated prior to the end of the Call Consummation Period because such transaction remains subject only to conditions relating to any Governmental Approval (whether or not also subject to other ministerial conditions), such deadline shall be extended for so long as the Dominion Member is diligently pursuing the receipt of, and using commercially reasonable efforts to obtain, such Governmental Approval, but in no event shall such extension be more than six (6) months. If the Partner Member fails to take the actions required of it pursuant to this Section 3.4 with respect to consummation of the Call Right, the Partner Member hereby grants the Dominion Member an irrevocable power of attorney to take any actions required by the Partner Member on behalf of the Partner Member as reasonably necessary to consummate the transactions contemplated by this Section 3.4. If the Dominion Member does not deliver a Call Notice to the Partner Member prior to the expiration of the Call Consummation Period (including any extension thereof), the Dominion Member shall forfeit its Call Rights under this Section 3.4 (in the case of a Mandatory Funding Default Call Trigger, solely with respect to such Mandatory Funding Default Call Trigger occurrence and not any future Mandatory Funding Default Call Trigger occurrence), and this Section 3.4 shall no longer be in effect (in the case of a Mandatory Funding Default Call Trigger, solely with respect to such Mandatory Funding Default Call Trigger occurrence and not any future Mandatory Funding Default Call Trigger occurrence). The date Members and the Company Notice is given acknowledge and agree that they shall cooperate reasonably to obtain any necessary authorization, approval or consent of any Governmental Authority to consummate the Holder is referred to as transactions contemplated by this Section 3.4; provided, the "Exercise Date." (c) The total consideration payable to Dominion Member shall bear all fees, costs and expenses incurred in connection with obtaining any such authorization, approval or consent. At the members request of the Xxxxxxx Group collectively for all Partner Member (or any of its transferees and their future transferees), the transactions in connection with the exercise of the Subject Shares (the "Gross Purchase Price") will Call Right shall be an amount equal to the sum structured in a manner that results in a disposition of the amounts determined in accordance with securities of each Blocker Corporation, rather than a disposition of the following formula for each series of High Vote Stock included interests in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x deathCompany owned, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price directly or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that mayindirectly, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Membersuch Blocker Corporation. (d) The Gross Purchase Price will be payable in cash orNotwithstanding anything to the contrary herein, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Dominion Member in this Section 3.13.4 shall expire at Project COD, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock unless a Partner Member Call Trigger has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder occurred on or prior to Project COD and the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted Call Notice has been timely delivered by the Company to Xxxxxx pursuant to the Xxxxxx Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds Dominion Member on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing DateProject COD.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 3.6, but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection Agreement as the owner of such Units. Notwithstanding any other provisions of this Agreement to the contrary, in the event that PubCo makes a valid Cash Election, (a), upon Xxxxxx'x death, i) the Company Cash Election Amount shall be funded through a private sale or Public Offering by PubCo of Class A Shares on or no later than five (5) Business Days after the relevant Redemption Notice Date and (ii) PubCo shall have no obligation to pay any portion of a Cash Election Amount that exceeds the right net proceeds (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee after deduction of any Member and which shares were acquired directly Discount) from the private sale or indirectly from Public Offering by PubCo of a Member or another Permitted Transferee number of Member Class A Shares in any Exempt Transfer or other transaction except a sale equal to a prospective Purchaser in accordance the number of Redeemed Units to be purchased with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementsuch cash. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion, deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 3.6, a Redeeming Member shall be deemed to have offered to sell its Redeemed Units to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided, upon Xxxxxx'x deaththat if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreementdetermines such reclassification is necessary. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the Xxxxxxx Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion, deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the Xxxxxxx Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to Xxxxxx consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the Xxxxxx Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the Xxxxxxx Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the Xxxxxxx Group Representative at least two (2) Business Days before the Closing Date.