Common use of Call Rights Clause in Contracts

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described Notwithstanding anything to the contrary in ----------- Section 9 the Stockholders Agreement or any other agreement, upon a termination of the Securities Purchase Agreement has occurred, upon ninety (90) days Executive’s employment with the Company or any of its Subsidiaries for any reason prior written notice (the "Call Notice") to the holders an IPO or a Change of the WarrantsControl, the Company shall will have the right to call and require such holders to sell purchase (a “Call Right”) any Shares held by the Executive (whether pursuant to the Investment, the Initial LTIP Award, upon the exercise of any stock option or otherwise) at Fair Market Value as of the date the Company all exercises its Call Right (except in the event of a termination by the Company for Cause, in which case the Call Right will be at the lower of the original cost of such holder's Warrants then outstanding Shares (which shall, for the avoidance of doubt, be the exercise price of any stock option and for any Initial LTIP Award shall be the Fair Market Value on the applicable vesting date) or Fair Market Value as of the date the Company exercises such Call Right). The Call Right may be exercised at any time following the later of six months following (1) the Executive’s receipt of any Shares, including pursuant to the exercise of stock options, including the Initial Grant, or otherwise pursuant to the grant of compensatory awards, and (2) the termination of such ninety the Executive’s employment. “Fair Market Value” shall be determined from time to time (90but no less frequently than quarterly) day period if: by the Board in good faith and shall in any event be determined consistently with how “fair market value” is determined with respect to shares of Company stock held by existing shareholders, including members of the Board, and how the exercise price for the Initial Grant was determined (it being understood that no discount shall be taken due to lack of marketability). In determining Fair Market Value, the Board will consider (among other factors it deems appropriate) the valuation prepared by Blackstone in the ordinary course of business for reporting to its advisory board and investors, which Blackstone will provide to the Board. Notwithstanding the foregoing, in the event that either (i) the closing sale price within six months following a termination of the Company's American Depositary Shares on any national securities exchange Executive’s employment by the Company without Cause or automatic quotation system on which by the Company's American Depositary Shares are then listed Executive for Good Reason or quoted, equals upon his death or exceeds $3.00 for twenty (20) consecutive trading days; and Disability an IPO or Change of Control occurs or (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason or upon his death or Disability after a definitive agreement is entered into which will result in a Change of each Warrant. Notwithstanding anything else contained Control (provided that such agreement actually results in this Section 8a Change of Control), for purposes of the holder of this Warrant Call Right, Fair Market Value shall be entitled equal the consideration paid per Share pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warranttransaction.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90a) days prior written notice (the "Call Notice") Subject to the holders terms and conditions of the Warrantsthis Section 4, at any time on and after August 6, 2013 until and including September 5, 2013, the Company shall have the right to call all or any part of the Warrant, and require if the Company exercises such holders right, the Holder shall be required to sell the amount called to the Company all at a purchase price (the “Call Price”) determined in accordance with Section 4(b). The Company may exercise this right multiple times until no portion of such holder's Warrants then outstanding at the termination Warrant remains outstanding. (b) The “Call Price” is equal to the product of such ninety (90) day period if: (i) the closing sale price number of shares of Common Stock underlying the Company's American Depositary Shares on any national securities exchange Warrant or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedportion thereof being purchased pursuant to this Section 4, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume difference between the Call Fair Value (as defined below) on the date of the Call Notice (as defined below) and the current Exercise Price on the date of the Call Notice; provided that notwithstanding the foregoing, in no event shall the Call Price be less than zero (0). So long as the ESOP is still in existence, the “Call Fair Value” shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which the call right is exercised by the Company that the ESOP is no longer in existence, the “Call Fair Value” shall equal the Fair Value of the Common Stock. Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to the Common Stock but no Qualified Public Offering (as defined below) has occurred, then the Call Fair Value shall be the Current Market Price of the Common Stock on the date of the Call Notice. (c) Prior to exercising its call rights under this Section 4, the Company must deliver written notice to the Holder (the “Call Notice”), in accordance with Section 15, of its intent to purchase the Warrant or the portion thereof being purchased, as the case may be. The Call Notice shall be deemed to be given and served on the date that the Company sends the Call Notice to the Holder (the “Call Election Date”) and shall be irrevocable. (d) Payment of the Call Price shall be made in cash in immediately available funds within thirty (30) days after the date of the Call Election Date, but not later than the Exercise Date. (e) If the Company has received an Exercise Notice from the Holder prior to the Company’s delivery of a Call Notice to the Holder, then such Call Notice shall take priority over such Exercise Notice until the expiration of the dates set forth in Section 4(d). If the Company does not purchase the portion of the Warrant subject to the Call Notice on or prior to the appropriate date set forth in Section 4(d), the Holder shall be entitled to immediately exercise the portion of the Warrant it originally intended to exercise, without the delivery of any additional Exercise Notice, subject to the expiration of the ninety-day period following delivery of the Exercise Notice. (f) If the Holder has received a Tag-Along Notice from the Trust in accordance with Section 7(a) herein prior to delivery by the Company to the Holder of a Call Notice and the Holder has responded to such Tag-Along Notice with a Participation Notice and an Exercise Notice in accordance with Section 7(b) herein, then the Company shall not be entitled to exercise its call right pursuant to Section 4(a)(i), Section 4(a)(ii) or Section 4(a)(iii) herein with respect to such portion of the Warrant to be exercised by the Holder in connection with such Participation Notice, unless (i) the Call Fair Value as of the date of delivery by the Company of a Call Notice is greater than or equal to the per share sale price in connection with the transaction that is the subject of the Tag-Along Notice or the transaction that is subject of the Tag-Along Notice has been terminated. (g) The rights of the Company under this Section 4 shall expire on the consummation by the Company of a Qualified Public Offering. For purposes of this Agreement, “Qualified Public Offering” means the consummation of one or more underwritten public offerings of the Company's American Depositary Shares for ’s Common Stock which results in aggregate gross proceeds to the sellers in such twenty trading day period exceeds 100,000 shares per day; and offerings of not less than U.S. $30,000,000 (iii) excluding proceeds received in such offerings from “affiliates” of the American Depositary Shares representing 2,105,715 Warrant Exercise Shares Company (as defined in other than any Holder that is an affiliate of the Settlement Agreement referred to in Company), within the meaning of Rule 12b-2 of the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective and Exchange Commission under the Securities Act of 19331934, as amended, by amended (the “Exchange Act”) or the ESOP) and pursuant to which the Company obtains a listing for its shares on a United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Noticenational securities exchange, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase Nasdaq National Market System, or an automated quotation system of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrantnationally recognized standing.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 (a) Following the third (3rd) anniversary of the Securities Purchase Agreement Closing Date until such time as a Public Offering has occurredbeen consummated, upon ninety Black Knight or Parent (90each, a “Calling Party”) days prior may, but shall not be required to, elect by written notice (the "“Call Notice"”) to the holders purchase all of the WarrantsCannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the Company “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall have the right to call and require such holders to sell to the Company Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such holder's Warrants then outstanding Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price. (b) The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the termination principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such ninety (90) day period if: notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the closing sale price of Calling Party shall pay the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCalled Party, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Company's American Depositary Shares for Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such twenty trading day period exceeds 100,000 shares per dayCalled Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (iii4) there is no adverse claim with respect to such Called Units. (c) The Calling Party may pay the American Depositary Shares representing 2,105,715 Warrant Exercise Shares aggregate Call Price of all Called Units in (as defined in i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the Settlement Agreement referred to in average closing stock prices of Black Knight’s common stock for the Securities Purchase Agreementtwenty (20) have been trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered for resale immediately following the issuance of such common stock pursuant to a an effective shelf registration statement declared (which Black Knight shall ensure remains effective under with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of 1933, as amended, by the United States Securities and Exchange Commission, a pending material transaction or other material event) and (ivC) during the 90 day period commencing on the date the holder shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below cash and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two Black Knight common stock (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period valued in accordance with clause (ii)). The Calling Parties agree that, to the terms extent that they choose to pay the aggregate Call Price of this Warrantall Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.

Call Rights. Provided (a) Each Management Stockholder agrees that no Event the Company and the Sponsor Group, collectively, will each have a call right (the “Call Right”) on the Shares (including without limitation, any Shares issued following a Termination pursuant to the exercise of Default Options or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as described set forth in ----------- this Section 9 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Securities Purchase Agreement has occurredCallable Equity by one or more written notices (each, a “Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon ninety the exercise of an Option or similar purchase right, the date on which such Share was acquired (90the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days prior after the expiration of the aforesaid one-year period by giving one or more written notice notices (the "each, a “Sponsor Group Call Right Notice"”) to the holders Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the WarrantsCallable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of (1) the Cost of such Shares and (2) the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; and (ii) In the case of a Termination for any reason other than for Cause, the consideration will be equal to the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; provided, that if an Initial Public Offering or Change in Control occurs during the three (3) month period following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid by the Company shall have or the right Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Date. (b) The closing for all purchases and sales of Callable Equity pursuant to call and require such holders this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to sell the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check or by wire transfer of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company all of such holder's Warrants then outstanding or the Sponsor Group, as the case may be, at the termination closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such ninety actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (90c) day period if: Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the closing sale price part of any member of the Company's American Depositary Shares Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any national Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities exchange laws or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty regulations (20each such occurrence being an “Event”) consecutive trading days; and (ii) the average daily trading volume Sponsor Group has not elected to acquire all Callable Equity which the Company and the Sponsor Group have a right to purchase pursuant to this Section 5, the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; ’s (and (iiiits Affiliates’, as applicable) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective lenders and permitted under the Securities Act of 1933Company’s (and its Affiliates’, as amended, by the United States Securities and Exchange Commissionapplicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (ivy) during shall bear interest at a rate equal to the 90 day Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, the period commencing on the date the holder of this Warrant receives upon which the Call Notice, Right may be exercised by the Company shall have complied with Section 1(abe tolled until thirty (30) herein. Any such notice shall comply with Section 14 below and shall specify days following the date for purchase of such Warrants. The purchase price for each called warrant shall on which there ceases to be the Exercise Price any Event, and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained may exercise the Call Right at any time during such thirty (30) day period pursuant to this Section 5. (d) The rights set forth in this Section 8, 5 shall terminate upon immediately prior to the holder earlier to occur of this Warrant shall be entitled to exercise a Change in Control and the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms consummation of this Warrantan Initial Public Offering.

Call Rights. Provided that no (a) At any time during the period beginning after occurrence of a Call Event of Default as described in ----------- Section 9 and ending on the fifth (5th) anniversary of the Securities Purchase Agreement has occurreddate hereof, upon ninety not less than twenty (9020) days prior written notice (the "to a Call Notice") to the holders of the WarrantsEvent, the Company shall have give to the right Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to call result in such Call Event and the anticipated effective date thereof. (b) The Company may require such holders the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of such holder's Warrants then outstanding at the termination of such ninety Holder’s Equity Interest (90issued or represented by this Warrant, including any successor Warrant(s)) day period if: (i) are required to be sold pursuant to the closing sale price Call, or, if only a portion of the Company's American Depositary Shares on Holder’s Equity Interest (issued or represented by this Warrant, including any national securities exchange successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the total Call Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Interest (issued or automatic quotation system on which represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Call, then the Company will pay 50% of the total Call Price for such portion of the Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice. (c) The rights of the Company pursuant to this Section 4.3 may be waived by the Company's American Depositary Shares are then listed , notwithstanding delivery of a Call Notice, at any time on or quoted, equals or exceeds $3.00 for twenty prior to the tenth (2010th) consecutive trading days; and (ii) Business Day after the average daily trading volume determination of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and Call Price. (iiid) Within ten (10) Business Days following the American Depositary Shares representing 2,105,715 Warrant Exercise Shares delivery of a Call Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act or, if applicable, immediately upon consummation of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeEvent if later), the Company shall have complied with Section 1(apurchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) herein. Any such notice shall comply with Section 14 below and shall specify specified in the date for purchase of such Warrants. The purchase price for each called warrant shall be Call Notice at the Exercise Price and shall be paid within two (2) Business Days offices of the receipt Company (the “Call Closing”). (e) At the Call Closing, the Holder shall deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price corresponding to the Holder's Warrant and/or Equity Interest underlying same, by cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account designated by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantHolder.

Call Rights. Provided that no Event At any time or from time to time after the earlier of Default as described in ----------- Section 9 of (i) March 31, 2008 and (ii) the Securities Purchase Agreement has occurreddate an Initial Officer is terminated for Cause, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, Death or Disability or resigns his employment with the Company (a "Termination Call"), AMIC shall have a Call Right (as defined below). In the event of a Termination Call, AMIC shall have the right to call purchase all (but not less than all) of the applicable Initial Officer Pro Rata Interest of each of the Minority Members' Membership Interest for the Call Interest Price (as defined below) for the thirty day period beginning on the date of termination of such Initial Officer's employment and require ending thirty days thereafter. After March 31, 2008, AMIC shall have the right to purchase all (but not less than all) of the Membership Interests owned by the Minority Members (each, a "Call Right") for the Call Interest Price. AMIC may exercise a Call Right by delivering an irrevocable notice to the Minority Members indicating that AMIC wishes to purchase the Membership Interest specified in such holders notice (a "Call Notice"). The date upon which AMIC shall so advise the Minority Members is herein called the "Call Notice Date". The purchase and sale of the Membership Interest pursuant to a Call Right shall be consummated on a date selected by AMIC by giving the Minority Members at least 20 days' prior written notice thereof, which date in no event shall be earlier than the date 5 days, nor later than the date 30 days, after the Call Notice Date. AMIC shall purchase from the Minority Members, and the Minority Members shall sell to AMIC, their Membership Interest, at the Company all Call Interest Price as of the Call Notice Date. On the closing date, the Minority Members shall deliver to AMIC such holderassignment and transfer documents as are reasonably requested by AMIC to Transfer and convey the Membership Interest specified in the Call Notice. AMIC shall deliver at the closing payment in full of the Call Interest Price, as described below, provided that if a Termination Put is triggered within 90 days after the end of a Fiscal Year, AMIC may defer payment until the earlier of (i) 2 business days after the Company's Warrants then outstanding at financial statements for the Fiscal Year are completed or (ii) the 2nd business day after that 90th day. If AMIC is exercising a Termination Call, the Call Interest Price shall be the EBIT Price for the Fiscal Year immediately prior to the termination of such ninety (90) day period if: Initial Officer's employment plus Profit Sharing attributable to such Initial Officer. Otherwise, the Call Interest Price shall be the EBIT Price for Fiscal Year 2007 plus Profit Sharing attributable to such Initial Officer. Payment of the purchase price for the Membership Interest so purchased by AMIC shall be made by wire transfer in immediately available funds provided, however, that the portion of the Call Interest Price attributable to Profit Sharing shall not be due until 30 days after the receipt by AMIC of the cash distribution pursuant to Section 6.1 attributable to such Profit Sharing and provided, further, that at the option of AMIC, AMIC may pay the Call Interest Price by delivering to the Minority Members a promissory note or notes providing for 24 monthly payments with interest at the greater of (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are prime rate then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; in effect and (ii) the average daily trading volume 4 percent per annum, compounded annually. Such note or notes shall be secured with a pledge of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) Membership Interest purchased therewith. Upon the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in purchase of the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale Minority Members' Percentage Interest by AMIC pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeSection 8.7, the Company Board of Directors shall have complied with Section 1(a) herein. Any cause Exhibit A to be amended to reflect such notice shall comply with Section 14 below purchase and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained increase in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantAMIC's Percentage Interest.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 From and after the second (2ND) anniversary of the Securities Purchase Agreement has occurredSigning Date, upon ninety the Company may purchase all or any portion of this Right at the Call Redemption Price by delivery of a written notice to the Holder (90each, a “Call Right Notice”), which Call Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 8 (which portion shall be determined by a number of Common Shares represented by this Right on the Call Demand Date as specified by the Company in such Call Right Notice, which shall be a date no later than thirty (30) days prior written notice after the Call Right Notice is sent (the "“Call Notice") to Payment Date”). On the holders of the WarrantsCall Payment Date, the Company shall have pay the Call Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Call Redemption Price payable to the Holder, or (iii) any combination of cash or promissory note, and if the election made pursuant to this Section 8 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Call Right Notice. Holders of Rights shall surrender this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company). Assuming compliance by the Company with its obligation to pay hereunder on the Call Payment Date, the right to call exercise this right for Shares that are being redeemed hereunder pursuant to this Section 8 shall terminate, and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: this Right shall represent (i) the closing sale price right of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which Holder to receive the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; applicable Call Redemption Price from the Company in accordance with this Section 8 and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant case of a redemption only with respect to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder portion of this Warrant receives Right, a new Right or Rights for the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase remaining portion of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained this Right as described in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 (a) If the Management Holder Representative does not exercise the D Shares Put Right, then at any time during the D Shares Call Period, TUNI shall have the right, but not the obligation, to require the Management Holders to sell to TUNI all of the Securities Purchase Agreement has occurredOrdinary D Shares then held by the Management Holders (the “D Shares Call Right”). TUNI may exercise such right, upon ninety (90) days prior if at all, by providing written notice thereof (the "a “Call Notice"”) to the holders Management Holder Representative prior to the expiration of the WarrantsD Shares Call Period. (b) If the Management Holder Representative does not exercise the E Shares Put Right, then at any time during the Company E Shares Call Period, TUNI shall have the right right, but not the obligation, to call and require such holders the Management Holders to sell to the Company TUNI all of the Ordinary E Shares then held by the Management Holders (the “E Shares Call Right”). TUNI may exercise such holder's Warrants then outstanding right, if at all, by providing a Call notice to the termination of such ninety (90) day period if: (i) Management Holder Representative prior to the closing sale price expiration of the Company's American Depositary E Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares Call Period. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; identified by asterisks and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) enclosed by brackets. The confidential portions have been registered for resale pursuant to a registration statement declared effective under filed separately with the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission (c) If the Management Holder Representative does not exercise the F Shares Put Right, and (iv) then at any time during the 90 day period commencing on F Shares Call Period, TUNI shall have the date right, but not the holder obligation, to require the Management Holders to sell to TUNI all of this Warrant receives the Ordinary F Shares then held by the Management Holders (the “F Shares Call Right”). TUNI may exercise such right, if at all, by providing a Call notice to the Management Holder Representative prior to the expiration of the F Shares Call Period. (d) If TUNI delivers a Call Notice pursuant to any of Sections 4.2(a) through (d), then immediately prior to the consummation of the Call NoticeRight to which such Call Notice relates, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days Management Holder Representative, on behalf of the receipt by applicable Management Holders, shall fully exercise all Options with respect to the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled Shares to exercise the Warrant and sell the underlying Warrant Shares during which such ninety (90) day period in accordance with the terms of this WarrantCall Notice relates.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the The Company shall have the right to call and ----------- require such holders the Holder(s) of this Warrant to sell to the Company all of such holderHolder's Warrants then outstanding at on the termination of such ninety date that is (90) day period if: days after the date on which written notice is given by the Company to the record Holder(s) of this Warrant of the Company's intent to exercise such call right if (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 7.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 50,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrantsthis Warrant. The purchase price for each called warrant Warrant shall be an amount equal to (A)(x) the average closing sale price of the Company's American Depositary Shares on the principal national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted during the twenty trading day period prior to the date of purchase of this Warrant, multiplied by (y) the number of Ordinary Shares issuable upon the exercise of this Warrant, minus (B) the aggregate Exercise Price and payable upon the exercise of this Warrant in full. The purchase price shall be paid within two (2) Business Days of the receipt by the Company by wire transfer of each Warrantimmediately available funds to an account designated by the Holder of this Warrant against delivery by such Holder of this Warrant to the Company for cancellation free and clear of all encumbrances. Notwithstanding anything else contained in this Section 8, the holder Holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.

Call Rights. Provided that no Event of Default as described in ----------- (a.) Subject to Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants3.06(g), the Company shall have the right to call and require such holders to sell (a “Call Right”), exercised by notice (the “Call Notice”) given to the Company all SVC Parties at any time prior to the one year anniversary of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price a Termination Event, to purchase all, but not less than all, of the Company's American Depositary Company Shares on then owned by the SVC Parties (the “Call Shares”). The Call Notice shall include a valuation (without any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 reduction for twenty (20minority interests) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Call Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date of the holder Termination Event from a Third Party Valuation Firm (the “Call Price”), together with reasonable supporting information. (b.) Upon receipt of this Warrant receives the Call Notice, the SVC Parties shall have ten (10) Business Days (the “Call Exercise Period”), to elect, by delivering notice to the Company, that the SVC Parties will (i) sell the Call Shares at the Call Price (the “Call Acceptance Notice”) or (ii) provide the Company with a valuation of the Call Shares (without any reduction for minority interests) as of the date of the Termination Event from an alternate Third Party Valuation Firm (a “Call Alternative Value”), together with reasonable supporting information, within thirty (30) days after the end of the Call Exercise Period (such notice, a “Call Alternative Value Notice”). (c.) If the SVC Parties provide a Call Acceptance Notice during the Call Exercise Period, the SVC Parties shall sell, and the Company shall purchase, all, but not less than all, of the Call Shares at the Call Price. If the SVC Parties fail to provide a Call Acceptance Notice or a Call Alternative Value Notice during the Call Exercise Period, or if they deliver a Call Alternative Value Notice but do not thereafter provide the Call Alternative Value when and as required by Section 3.06(d)(i), then they will be deemed to have delivered a Call Acceptance Notice. (d.) If the SVC Parties provide a Call Alternative Value Notice during the Call Exercise Period, the following provisions will apply: i. The Call Alternative Value Notice shall specify the Third Party Valuation Firm (the “SVC Valuation Firm”) selected by the SVC Parties to provide the Call Alternative Value, which Third Party Valuation Firm shall be required to deliver to the SVC Parties and the Company within thirty (30) days after the end of the Call Exercise Period its determination of the Call Alternative Value, together with reasonable supporting information. The Company shall provide the SVC Valuation Firm such additional information related to the Call Shares and the Company as the SVC Valuation Firm may reasonably request in connection with its determination. The SVC Parties shall bear the costs of the SVC Valuation Firm. ii. If the Call Alternative Value is at least ninety percent (90%) and not more than one hundred and ten percent (110%) of the Call Price, then the SVC Parties shall be deemed to have delivered a Call Acceptance Notice and the SVC Parties shall sell, and the Company shall purchase, all, but not less than all, of the Call Shares at the average of the Call Price and the Call Alternative Value. iii. If the Call Alternative Value is less than ninety percent (90%) or greater than one hundred and ten percent (110%) of the Call Price, then the Company and the SVC Parties shall jointly appoint a Joint Valuation Firm to determine the value of the Call Shares, which shall be instructed to provide the SVC Parties and the Company with its determination of the value of the Call Shares (without any reduction for minority interests) as of the date of the Termination Event (the “Determined Call Price”), together with reasonable supporting information, within thirty (30) days of its appointment. The Joint Valuation Firm shall be provided with the prior valuations of the Call Shares obtained by the SVC Parties and the Company, but shall not be obligated to base its determination on such valuations. The Company shall also provide the Joint Valuation Firm such additional information related to the Call Shares and the Company as the Joint Valuation Firm may reasonably request in connection with its determination. The cost of the Joint Valuation Firm will be borne fifty percent (50%) by the SVC Parties and fifty percent (50%) by the Company or as they may otherwise agree. The Joint Valuation Firm shall act as an expert and not an arbitrator and the decision of the Joint Valuation Firm as to the Determined Call Price, absent manifest error, shall be final and non-appealable. Upon delivery of the Determined Call Price, the Company shall purchase, and the SVC Parties shall sell, all, but not less than all, of the Call Shares at the Determined Call Price, subject to Section 3.06(d)(iv). iv. If the Determined Call Price is more than one hundred and ten percent (110%) of the Call Price, the Company shall have complied with Section 1(aten (10) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days days following delivery of the receipt Determined Call Price (the “Call Withdrawal Period”) to withdraw the Call Notice by notice given to the SVC Parties; provided, that the Company shall reimburse the Electing SVC Parties for the costs of each Warrantthe SVC Valuation Firm and Joint Valuation Firm incurred by them in connection with any ROFO Process that was terminated as provided in Section 3.06(g)(iii). Notwithstanding anything else contained If the Company does not withdraw the Call Notice in such ten (10) day period, then the Company shall purchase, and the SVC Parties shall sell, all, but not less than all, of the Call Shares at the Determined Call Price. (e.) The closing of the purchase and sale of the Call Shares pursuant to this Section 8, the holder of this Warrant 3.06 shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such occur on a date that is not later than ninety (90) day period days after the purchase price for the Call Shares has been finally determined pursuant to this Section 3.06 or as otherwise agreed in writing by the SVC Parties and the Company. At the closing of the purchase and sale of the Call Shares to the Company pursuant to this Section 3.06, the Company shall deliver to the SVC Parties the purchase price for the Call Shares as determined pursuant to this Section 3.06 by wire transfer of immediately available funds and the SVC Parties shall deliver to the Company the certificate(s) representing the Call Shares, if any, (or an affidavit of loss with respect to such certificates) accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary. (f.) If the Company withdraws the Call Notice in accordance with Section 3.06(d)(iv), the terms SVC Parties may during the one hundred and twenty (120) day period immediately following the date that they receive the notice from the Company that it is withdrawing the Call Notice (the “Waived Call Transfer Period”), Transfer all of this Warrantthe Call Shares to any Third Party Purchaser at a price not less than ninety eight percent (98%) of the lesser of the Call Price, the average of the Call Price and the Call Alternative Value or the Determined Call Price and the provisions of Section 3.02(i) and Section 3.02(j) shall apply mutatis mutandis during the Waived Call Transfer Period.

Call Rights. Provided (a) Each member of a Management Stockholder Group agrees that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurredCompany and the Sponsor Group, upon ninety (90) days prior written notice collectively, will each have a call right (the "“Call Notice"Right”) on the Shares (including any Shares issued following a Termination pursuant to the holders exercise of Options or otherwise) and vested Options held by his, her or its Management Stockholder Group after either a Termination or a Restrictive Covenant Violation with respect to the Warrantsapplicable Management Stockholder (the “Callable Equity”) as set forth in this Section 5. Upon either a Termination or a Restrictive Covenant Violation with respect to a Management Stockholder (any such event, a “Call Event”), the Company shall have may exercise the right Call Right with respect to call and require all or any portion of the Callable Equity of such holders to sell Management Stockholder’s Management Stockholder Group by one or more written notices (each, a “Call Right Notice”) delivered to the Company all of such holder's Warrants then outstanding Management Stockholder at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) time during the 90 day period commencing on the date of Termination or the holder date on which the Board acquires actual knowledge of this Warrant receives the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the date which is three hundred and sixty-five (365) days after the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company shall have complied will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right with Section 1(arespect to a particular Call Event, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) herein. Any may exercise such Call Right within thirty (30) days after the expiration of the aforesaid three hundred and sixty-five (365)-day period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice shall comply with Section 14 below is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Exercise Price and shall be paid within two (2aforesaid notice) Business Days of the receipt Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the Warrant and sell the underlying Warrant Shares during such ninety case of either (90x) day period in accordance with the terms of this Warrant.a Termination for Cause or (y) a

Call Rights. Provided that no (a) At any time during the period beginning after occurrence of a Call Event of Default as described in ----------- Section 9 and ending on the fifth (5th) anniversary of the Securities Purchase Agreement has occurredFirst Warrant Effective Date, upon ninety not less than twenty (9020) days prior written notice (the "to a Call Notice") to the holders of the WarrantsEvent, the Company shall have give to the right Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to call result in such Call Event and the anticipated effective date thereof. (b) The Company may require such holders the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of such holder's Warrants then outstanding at the termination of such ninety Holder’s Equity Interest (90issued or represented by this Warrant, including any successor Warrant(s)) day period if: (i) are required to be sold pursuant to the closing sale price Call, or, if only a portion of the Company's American Depositary Shares on Holder’s Equity Interest (issued or represented by this Warrant, including any national securities exchange successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the total Call Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Interest (issued or automatic quotation system on which represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Call, then the Company will pay 50% of the total Call Price for such portion of the Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice. (c) The rights of the Company pursuant to this Section 4.3 may be waived by the Company's American Depositary Shares are then listed , notwithstanding delivery of a Call Notice, at any time on or quoted, equals or exceeds $3.00 for twenty prior to the tenth (2010th) consecutive trading days; and (ii) Business Day after the average daily trading volume determination of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and Call Price. (iiid) Within ten (10) Business Days following the American Depositary Shares representing 2,105,715 Warrant Exercise Shares delivery of a Call Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act or, if applicable, immediately upon consummation of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeEvent if later), the Company shall have complied with Section 1(apurchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) herein. Any such notice shall comply with Section 14 below and shall specify specified in the date for purchase of such Warrants. The purchase price for each called warrant shall be Call Notice at the Exercise Price and shall be paid within two (2) Business Days offices of the receipt Company (the “Call Closing”). (e) At the Call Closing, the Holder shall deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price corresponding to the Holder's Warrant and/or Equity Interest underlying same, by cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account designated by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantHolder.

Call Rights. Provided that no Event (a) Upon the terms and subject to the conditions of Default this Agreement, WWI (or such affiliate of WWI as described in ----------- Section 9 of shall be designated by WWI) shall have the Securities Purchase Agreement has occurredright and option (the "Call Option"), upon ninety (90) days prior exercisable by written notice (the "Call Notice") delivered to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding Heinz by registered mail or by overnight courier at the termination of such ninety (90) day period if: any time (i) after the closing sale price earlier to occur of (A) May 15, 2002 and (B) the date Artal could have delivered (without giving effect to the provisions of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20Letter Agreement) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares a Sale Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Stockholders' Agreement) to Heinz pursuant to Section 2.3 of the Stockholders' Agreement, provided that in no event shall such date be earlier than August 15, 2001 and (ii) on or before August 15, 2002 (the "Call Exercise Period") stating that WWI (or such affiliate of WWI) intends to exercise its right pursuant to this Section 1.2, to purchase from Heinz and to cause Heinz to sell to WWI (or such affiliate of WWI) any or all of the Subject Shares not previously purchased pursuant to Section 1.1 hereof (the "Call Shares") for an aggregate purchase price equal to the Call Price (as hereinafter defined). The Call Notice shall also specify the Call Date (as hereinafter defined). The Call Notice shall be deemed to have been delivered (A) five business days after being mailed by registered for resale mail (return receipt requested and postage prepaid) to the recipient or (B) one business day after being sent by overnight courier (receipt confirmation requested). If WWI fails to deliver a Call Notice during the Call Exercise Period, WWI shall have forfeited the Call Option. (b) For purposes hereof, the term "Call Price" shall mean the Call Price Per Share multiplied by the number of Call Shares. Subject to adjustment pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeSection 1.3 hereof, the Company "Call Price Per Share" shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrantequal $19.00.

Call Rights. Provided that no Event of Default (a) Upon the date the Participant ceases to serve as described in ----------- Section 9 an employee of the Securities Purchase Agreement has occurred, upon ninety Company for any reason (90) days prior written notice (the "a “Call Notice") to the holders of the WarrantsEvent Date”), the Company shall have may elect (the right “Call Right”) to call and require such holders to sell to the Company repurchase all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price or any portion of the Company's American Depositary vested Award Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, held by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing Participant on the date the holder of this Warrant receives the Call NoticeEvent Date, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms and conditions set forth in this Section 7. The Company may exercise the Call Right by delivering written notice to the Participant within twelve (12) months following the Call Event Date. (b) The purchase price to be paid by the Company to the Participant for each vested Restricted Share repurchased as a result of this Warrantthe Company’s exercise of the Call Right will be the Fair Market Value of such Restricted Share as of the date of the Company’s written notice of exercise to the Participant. The Company will pay for the vested Award Shares to be purchased by it pursuant to the Company’s exercise of the Call Right, at its option, after offset of bona fide debts owed by the Participant, by a check or wire transfer of immediately available funds. The Company will be entitled to receive customary representations and warranties from the Participant regarding such sale, including, without limitation, with respect to title and freedom from encumbrances. The closing of the purchase of the Award Shares pursuant to the Company’s exercise of the Call Right shall take place on the date designated by the Company, which date shall not be more than thirty (30) days nor less than five (5) days after the date of the written notice of exercise to the Participant. If the Company elects to defer the closing date to more than fifteen (15) days after the date of the written notice of exercise to the Participant, then (a) any portion of the applicable payment that shall not have been made as of fifteen (15) days after the date of the written notice of exercise to the Participant shall accrue interest at a rate of fifteen percent (15%) per annum, from and including the date that is fifteen (15) days after the date of the written notice of exercise, through and including the payment date. For purposes of determining the Fair Market Value purchase price, Fair Market Value will be based on the average closing price of a share of Common Stock as reported in the Wall Street Journal for the five trading days immediately preceding the date of the written notice of exercise to the Participant.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 (a) Prior to the occurrence of the Securities Purchase Agreement has occurredLapse Date, upon ninety (90) days prior written notice (the "Call Notice") to termination of a Management Stockholder's Employment with the holders Company or any of the Warrantsits Subsidiaries for any reason, the Company shall have the right to call and require such holders to sell to (the "Company all Call Right"), for a period of such holder's Warrants then outstanding at 181 days from the termination later of such ninety (90) day period if: (i) the date of such termination of Employment or (ii) in the case of Shares issued upon the exercise of Share Equivalents, the date of the exercise of such Share Equivalents (the "Company Call Right Period"), to purchase from such Management Stockholder and his/her Permitted Transferees all or a portion of their Shares. Upon the expiration of the Company Call Right Period, if the Company does not exercise the Company Call Right, Cypress shall have the right (the "Cypress Call Right" and, together with the Company Call Right, the "Call Right") to purchase from such Management Stockholder and his/her Permitted Transferees all or a portion of their Shares for a period of 30 days from the expiration of the Company Call Right Period (the "Cypress Call Right Period" and, together with the Company Call Right Period, the "Call Right Period"). All references to Shares in this Section 3.3 shall include Shares issuable upon the conversion, exchange or exercise of Share Equivalents. (b) The Company or Cypress, as applicable, will exercise its rights hereunder with respect to any particular Shares by sending written notice, not later than the expiration of the applicable Call Right Period (the "Call Exercise Notice"), to the relevant Management Stockholder of its intention to purchase the Shares. The closing sale price of the purchase shall be held at the executive office of the Company, on the 30th day after the receipt of the Call Exercise Notice or at such other time and place as the Company or Cypress, as applicable, and the relevant Management Stockholder may agree. At such closing, such Management Stockholder and his/her Permitted Transferees shall deliver certificates representing the Shares subject to the Call Right, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Shares shall be free and clear of any encumbrances or liens (other than those arising hereunder and those attributable to actions by the purchasers thereof) and such Management Stockholder and his/her Permitted Transferees shall so represent and warrant, and shall further represent and warrant that they are the sole beneficial and record owner of such Shares. The Company or Cypress, as applicable, shall deliver at the closing payment in full in immediately available funds for the Shares purchased by it. At such closing, the Company or Cypress, as applicable, and such Management Stockholder and his/her Permitted Transferees shall execute such additional documents as are otherwise necessary or appropriate. Notwithstanding the foregoing, any closing pursuant to this Section 3.3(b) may be delayed in connection with any required Xxxx Xxxxx Xxxxxx filing or similar filing in any jurisdiction; provided that each filing Person shall be required to seek all appropriate clearances in connection therewith as soon as possible, including seeking early approval of the proposed purchase or termination of any applicable waiting period, as applicable. (c) The purchase price paid pursuant to Section 3.3(b) by the Company or Cypress, as applicable, shall be (i) the Fair Market Value per share on the date of exercise of such Call Right upon the termination of a Management Stockholder's American Depositary Employment under any circumstances other than for Cause; provided that with respect to the Shares held by the Management Stockholder on any national securities exchange or automatic quotation system on which the Company's American Depositary date hereof and the Shares are then listed or quotedissued upon exercise of the Rollover Options, equals or exceeds $3.00 for twenty (20) consecutive trading days; the purchase price shall be no less than the imputed price per share paid by the Company pursuant to the Merger Agreement, and (ii) the average daily trading volume lower of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares cost and the Fair Market Value per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing share on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase exercise of such WarrantsCall Right upon the termination of a Management Stockholder's Employment for Cause. The purchase price for each called warrant may be paid in cash, or, in respect of a Company Call Right, if and only to the extent the Company is prohibited from paying cash under any financing arrangement, (i) by a note payable in installments of up to five years, bearing interest at the prime rate published in The Wall Street Journal on the date of purchase or (ii) by delaying the exercise of the Company Call Right until such financing restrictions expire; provided, however, that if the Company elects to pay with a note, the Management Stockholder may elect to either accept the note or allow the Company to delay the exercise of the Company Call Right (it being understood that if the exercise of the Company Call Right is so delayed, the date of the exercise shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by day the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during Call Right is actually exercised following such ninety (90) day period in accordance with the terms of this Warrantdelay).