Common use of Exercise of Call Option Clause in Contracts

Exercise of Call Option. 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

Exercise of Call Option. 3.1 During To the extent permitted under PRC laws, eHi Car Rental shall have absolute discretion to decide on the specific time, manner and number of times it will exercise the Call Option. 3.2 If any PRC law in effect at the time of Exercise of Option Periodpermits eHi Car Rental and/or its designated entity or individual to own all equity interests of eHi Information, PCCW eHi Car Rental may elect to exercise all of its Call Option on a lump sum basis and eHi Car Rental and/or its designated entity or individual will accept all Equity Transfer Option from the Existing Shareholders on a lump sum basis; if any PRC law in effect at the time of Exercise of Option only permits eHi Car Rental and/or its designated person to own part of the equity interests of eHi Information, eHi Car Rental shall be entitled to determine the Transferrable Equity Interests in an amount no more than the limit of shareholding as permitted under the PRC laws (the “Shareholding Limit”) and eHi Car Rental and/or its designated entity or individual will accept such amount of Equity Transfer Option from the Existing Shareholders. Under such situation, eHi Car Rental shall be entitled to exercise the Call Option by delivering gradually and in several installments, so as to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s nameultimately acquire all Equity Transfer Option. 3.3 The Class A Ordinary Shares issued In connection with each Exercise of Option, eHi Car Rental shall be entitled to PCCW upon any exercise determine in its sole discretion the amounts of the Call Option shall: (a) equity interests to be credited transferred by the Existing Shareholders to eHi Car Rental and/or other entity or individual designated by it as fully paid, (b) have a result of such Exercise of Option; and the rights set out Existing Shareholders shall each transfer to eHi Car Rental and/or other entity or individual designated by it the Transferrable Equity Interests in such amounts as requested by eHi Car Rental. eHi Car Rental and/or other entity or individual designated by it shall pay the PubCo Charter relating Transfer Price to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Datetransferring Existing Shareholders for the Transferrable Equity Interests acquired as a result of each Exercise of Option. 3.4 No fractions In connection with each Exercise of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, eHi Car Rental may either acquire the Transferrable Equity Interests itself or designate a third party to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon acquire all or part of such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole numberTransferrable Equity Interests. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

Exercise of Call Option. 3.1 During The LLC (by action of the Call Option Period, PCCW Board) may exercise elect to purchase (and/or elect to give one or more assignees of the Call Option LLC the right to elect to purchase) all or any portion of the Executive Securities by delivering to PubCo a written notice (the “Call Notice”) specifying to the principal amount holder or holders of such Executive Securities within sixty (60) days after termination of Executive’s employment with the Company Parties. The Call Notice shall set forth the number, type, and class of Executive Securities (including, if applicable, the number of Unvested Securities and/or Vested Securities) to be acquired from each such holder and, in the event that all of the Executive Securities to be repurchased are Unvested Securities, the time and place for the closing of the transaction, which date shall not be more than thirty (30) days nor less than five (5) days after the delivery of such Call Notice; provided that the LLC or any other purchaser may elect to require that such Transfer be consummated effective as of the first day of the next succeeding month. The Executive Securities to be repurchased by the LLC (and/or one or more of its assignees) shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Call Option Note it elects to subscribe for Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the LLC (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo and/or one or more payment references for US$ CHATS of its assignees) has elected to purchase, the LLC (and/or one or more of its assignees) shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities, pro rata according to the number of Executive Securities held of record by each such other payment references mutually agreed between PubCo and PCCW) in connection with holder at the payment time of delivery of the Call Option Note Amount Notice. The number of Unvested Securities and Vested Securities to PubCo’s designated bank account (details of which be repurchased hereunder shall be provided by PubCo deemed to PCCW in writing at least three (3) Business Days before be allocated among Executive and the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of other holders of the Call Option Notes as at such Call Option Closing Date, and repurchased Executive Securities (iiif any) issue and deliver pro rata according to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares Executive Securities to be issued to PCCW to the nearest whole numberpurchased from such persons. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

Exercise of Call Option. 3.1 During the Call Option Period, PCCW (a) Each Purchaser may exercise the Call Option any Options issued hereunder at any time on or prior to November 15, 2005, by delivering to PubCo a written notice to the Company (a "Purchaser's Call Option Notice") requiring the “Company to issue and sell (in which event such Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount (or face amount) thereof. (b) Any issuance of Convertible Notes will be effected subject to the accuracy of the representations and warranties and subject to the terms and conditions set forth herein, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes subject to an Option held by a Purchaser against such payment shall take place on such date and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice”, at which time the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by such Purchaser of a wire transfer of the purchase price to the Company's account TR# _______________ at _______________. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that each Purchaser shall have the right to exercise the Options after the Change of Control. (c) specifying Subject to the conditions set forth in this Section 2(c), the Company, upon five Business Days' notice to the Purchaser exercising an Option, may elect, in lieu of delivering Convertible Notes subject thereto pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant to the following formula: N = P x CR ---- 1000 where N = the number of shares of Common Stock so deliverable, P = the principal amount of the Call Option Note it elects Convertible Notes in lieu of which such shares of Common Stock are delivered; and CR = the number of shares of Common Stock issuable pursuant to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment Conversion Rate of the Call Option Note Amount to PubCo’s designated bank account (details Convertible Notes in lieu of which shall be provided by PubCo to PCCW such shares of Common Stock are delivered, as set forth in writing at least three (3) Business Days before the Call Option Closing Date)applicable terms. (bd) PubCo shall (i) issue The Company covenants and deliver to PCCW a Call Option Note in favour of PCCW payable in agrees with the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shallPurchasers that: (a1) If any Convertible Notes or shares of Common Stock to be credited issued in lieu thereof pursuant to this Section 2 require registration with or approval of any governmental authority under any State law or any other Federal law (other than the Act (as fully paid,defined below) and Blue Sky laws) before such shares may be validly issued or delivered, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, at or prior to the time of issuance of such Convertible Notes or shares; (b2) The shares of Common Stock issuable upon conversion of such Convertible Notes or so deliverable shall have the rights set out been approved for quotation in the PubCo Charter relating Nasdaq National Market or listed on a national securities exchange at or prior to Class A Ordinary Sharesthe time of issuance of such Convertible Notes or shares; and (c3) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions All shares of a Class A Ordinary Share Common Stock issuable upon conversion of such Convertible Notes or so deliverable shall be issued on the exercise out of the Call Option. IfCompany's authorized but unissued Common Stock and will, by reason upon issue, be duly and validly issued and fully paid and non-assessable and free of any provisions in preemptive rights. Notwithstanding any other provision of this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo Company shall, upon such exerciseif the holder so elects, round down the number deliver any shares of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) Common Stock issuable pursuant to this Agreement during Section 2 to any third party designated in writing by the Lock-Up Period (as defined in holder, provided that the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions reasonably satisfied that such delivery is in compliance with Section 4 below and other provisions of the Company Shareholders Support Agreementin compliance with any applicable state securities laws.

Exercise of Call Option. 3.1 During the ‌ (a) The Call Option Periodmay be exercised by the Seller in whole (but not in part) at any time after the Optional Purchase Commencement Date by notice (substantially in the form set out in Schedule 8 (Form of Exercise Notice)) from the Seller to the Issuer, PCCW may with a copy to the Security Trustee and each of the Rating Agencies, (such notice, an Exercise Notice) that the Seller wishes to exercise the Call Option by delivering requiring the Issuer to PubCo sell and transfer the Whole Beneficial Title in all (but not some) of the Loans and their Related Security comprising the Portfolio to the Beneficial Title Transferee(s) for the Optional Purchase Price, for effect on an Interest Payment Date following the service of the Exercise Notice (the Interest Payment Date identified as the date on which the purchase by the Beneficial Title Transferee(s) of the Whole Beneficial Title is expected to be completed pursuant to the terms of this Agreement being the Optional Purchase Completion Date).‌ (b) If the sale of the Portfolio has not been completed within 30 days of the service of such Exercise Notice, that Exercise Notice shall be deemed to have been cancelled. Following such cancellation, the Call Option may be exercised at any time by the Seller by serving another Exercise Notice pursuant to Clause 33.2(a) above. (c) The Exercise Notice shall: (i) specify the Optional Purchase Completion Date; (ii) specify the Beneficial Title Transferee(s); and (iii) request that the Issuer or Cash Manager on its behalf confirms the Optional Purchase Price. (d) Promptly upon receipt of an Exercise Notice, the Issuer shall request the Cash Manager to calculate and provide the Issuer with the Optional Purchase Price or where such calculation is made prior to the Calculation Date immediately preceding the Optional Purchase Completion Date, an estimate of the Optional Purchase Price.‌ (e) The Issuer shall, within two Business Days of receipt of an Exercise Notice, serve on the Beneficial Title Transferee a written notice (substantially in the “Call form set out in Schedule 9 (Form of Counter Notice”) specifying (the principal Counter Notice) confirming:‌ (i) the Optional Purchase Completion Date specified in the Exercise Notice; and (ii) the amount or, as applicable, estimated amount of the Call Option Note it elects to subscribe for Optional Purchase Price payable (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW determined in writing at least three (3accordance with Clause 33.2(d) Business Days before the Call Option Closing Dateabove). (bf) PubCo The Beneficial Title Transferee shall confirm whether it wishes the Issuer to proceed with the sale of the Whole Beneficial Title by serving a notice (substantially in the form set out in Schedule 10 (Form of Acceptance Notice) (the Acceptance Notice) on the Issuer within two Business Days of receipt of the Counter Notice.‌ (g) If no Acceptance Notice is served within the period referred to in Clause 33.2(f) above, then the Exercise Notice and the Counter Notice shall be of no further effect. (h) To the extent that the Beneficial Title Transferee(s) confirms in the Acceptance Notice that it wishes the Issuer to proceed with the sale contemplated in the Exercise Notice and the Counter Notice, the Beneficial Title Transferee shall purchase the Whole Beneficial Title upon the terms set out in this Agreement. (i) issue After receipt by the Issuer of an Acceptance Notice duly executed by the Beneficial Title Transferee, the Issuer will (subject to the terms of this Clause 33): (i) where the Optional Purchase Price provided to the Beneficial Title Transferee is an estimated amount, request from the Cash Manager and deliver provide to PCCW the Beneficial Title Transferee a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes definitive Optional Purchase Price (which shall be calculated as at such Call Option Closing the Calculation Date immediately preceding the Optional Purchase Completion Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (cii) rank pari passu take any and all reasonable steps necessary to effect the sale of the Whole Beneficial Title as set out in all respects with those Class A Ordinary Shares in issue on the Call Option Closing DateClause 33.2(a) above. 3.4 No fractions (j) The Issuer and the parties specified in the Exercise Notice shall enter into a binding agreement in accordance with the Law of a Class A Ordinary Share Property (Miscellaneous Provisions) Act 1989 if required to do so by the Seller in order to give effect to the sale referred to in this Clause 33. (k) The parties hereto acknowledge that the Seller shall not be issued on required to provide any representations or warranties in relation to the exercise Loans and their Related Security comprising the Portfolio. The Issuer shall only provide the representations and warranties set out in Clause 33.4 (Issuer Representation and Warranties) hereto in relation to the sale of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon Loans and their Related Security comprising the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) Portfolio pursuant to this Agreement during Clause 33. (l) Following delivery of the Lock-Up Period Acceptance Notice or as applicable (as defined where the Optional Purchase Price provided to the Beneficial Title Transferee is an estimated amount) the confirmation of a definitive Optional Purchase Price by the Issuer (or the Cash Manager on its behalf), the Beneficial Title Transferee will agree with the Issuer to:‌ (i) either: (A) deposit an amount equal to the Optional Purchase Price in either an escrow account in the Company Shareholders Support Agreementname of the Beneficial Title Transferee or in any other account as may be agreed between the Issuer and the Beneficial Title Transferee; or (B) provide irrevocable payment instructions for an amount to be transferred equal to the Optional Purchase Price for value on the Optional Purchase Completion Date to the Deposit Account or such other account as may be agreed between the Issuer and Beneficial Title Transferee, provided that such deposit shall be subject made or irrevocable payment instructions shall be given no later than (x) two Business Days prior to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.Optional Purchase Completion Date or

Exercise of Call Option. 3.1 During the Call Option PeriodPurchaser, PCCW or any assignee or assignees of Purchaser, may exercise the Call Option with respect to all or a portion of the Milestone Shares by delivering giving notice to PubCo a written notice (the “Call Notice”) specifying holder of the principal amount Milestone Shares during the period of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Optionwriting. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the Upon exercise of the Call Option, Purchaser will pay to receive the holder of the Milestone Shares the Repurchase Price for the Milestone Shares being repurchased. Purchaser may pay the Repurchase Price in two equal quarterly installments, plus interest at an aggregate per annum rate equal to [***], with such interest to accrue daily in arrears beginning on the first day of the calendar quarter following the calendar quarter in which Purchaser exercises the Call Option; provided, however, that in no event shall such interest exceed the Maximum Permitted Rate, provided, however, that Purchaser shall take all such actions as may be necessary, including without limitation, making any applicable governmental filings, to cause the Maximum Permitted Rate to be the highest possible rate. In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law. Purchaser is entitled to pay for any Milestone Shares purchased pursuant to its Repurchase Option at Purchaser’s option in cash or by offset against any indebtedness owing to Purchaser, or by a fractional combination of both. Upon exercise of the Repurchase Option and payment of the purchase price in any of the ways described above, Purchaser will become the legal and beneficial owner of the Milestone Shares being repurchased and all rights and interest in a Class A Ordinary Shareor related to the Milestone Shares, PubCo shalland Purchaser will have the right to transfer to its own name the Milestone Shares being repurchased by Purchaser, without further action by Purchaser. The certificate(s) representing the Milestone Shares that have been repurchased by Purchaser will be delivered to Purchaser. It is expressly agreed between the parties that money damages are inadequate to compensate Purchaser for the Milestone Shares and that Purchaser will, upon such exercise, round down the number proper exercise of the Class A Ordinary Shares Repurchase Option, be entitled to be issued specific enforcement of its rights to PCCW to the nearest whole numberpurchase and receive said Milestone Shares. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

Exercise of Call Option. 3.1 During Unless this Agreement is terminated pursuant to Section 8.1, the Call Option may be exercised by Sabratek in its sole discretion at any time after the Effective Date and at or before 5:00 p.m. (Central Time) on July 15, 1999 (the "Call Option Period, PCCW may ") by delivery of written notice of exercise to Unitron and the Unitron Representative Shareholders (the "Call Exercise Notice") on any date during the Call Option by delivering to PubCo a written notice Period (the “"Call Exercise Date"). The form of the Call Exercise Notice shall be as set forth on Schedule 1.2. The Call Exercise Notice shall be irrevocable. Consummation of the purchase and sale of the Unitron Shares and the Unitron Options (the "Closing") shall occur (subject to the following sentence and the terms and conditions of this Agreement) on the date specified by Sabratek in the Call Exercise Notice”; provided that the specified Closing Date shall be a date occurring at least 3 business days after the Call Exercise Date but not more than 8 business days after the Call Exercise Date. The "Closing Date" shall be such date as is specified by Sabratek in the Call Exercise Notice, or if later the third business day following the satisfaction or waiver of all conditions to the obligations of the parties to this Agreement to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) specifying or if later the principal third business day following the completion of any arbitration conducted with respect to Section 7.1 or with respect to the determination of the amount of the Call Option Note it elects to subscribe for Differential Tax Liability or the Unitron Cash Asset Sale Tax Liability (such principal amountas each is hereinafter defined) as contemplated by Section 3.3. Upon the Closing, the “Call Option Note Amount”)Unitron Shareholders shall have no further rights with respect to their previously owned Unitron Shares and Unitron Options. 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

Exercise of Call Option. 3.1 During In order to purchase the shares of Class A Common Stock, Ceres shall deliver to each Stockholder a complete and executed purchase certificate in the form attached hereto as Exhibit D (the "Call Notice"). The Call Notice shall be effective and in full force and effect if sent to the Stockholder on or after the Effective Date, but prior to the Call Option Period, PCCW may exercise Expiration Date. The date on which the Call Option by delivering Notice is sent shall be deemed to PubCo a written notice (be the “Call Notice”) specifying date set forth in the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (the "Notice Date"). Provided the Stockholders have failed to exercise the Put Option pursuant to Section 2.1 of this Agreement within 30 days of the Notice Date, the Put Option shall terminate pursuant to Section 2.3 (iv) of this Agreement, and Ceres shall thereafter be treated for all purposes as the record holder of the shares of Class A Common Stock as of the Notice Date. As soon a practicable thereafter, Ceres shall deliver a certified official bank check or money order payable to the Stockholder in an amount equal to the aggregate Purchase Price. Within three business days of receipt of the Purchase Price, the Stockholder shall deliver, via national courier service, to Ceres the certificate(s) representing the shares of Class A Common Stock so purchased, duly endorsed by the Stockholder or accompanied by appropriate powers(s) executed by the Stockholder in a form sufficient to transfer title of the shares of Class A Common Stock to Ceres; provided, however, that the failure by a Stockholder to return to Ceres the certificate(s) representing the shares of Class A Common Stock so purchased will not effect Ceres' ownership of such shares if the Purchase Price has been delivered. If such certificate(s) is not returned to Ceres, the Stockholder hereby irrevocably constitutes and appoints any officer of Ceres as his, her or its true and lawful agent and attorney-in-fact to authorize, swear to, file and record in all places an affidavit of lost certificate(s) sufficient to transfer title of the shares to Ceres and such other date documents and instruments and to take such other actions as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW necessary or appropriate to carry out this Section 3.4. The limited power of attorney granted hereby shall deliver or cause be deemed to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo coupled with an interest and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date)irrevocable. (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.