Common use of Exercise of Put Clause in Contracts

Exercise of Put. Within 10 Business Days after any Responsible Officer of the Company has knowledge of the occurrence of any Designated Event, the Company shall give the holder of each Note written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering to the Company, at the address provided by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company to exercise its Right to Put by delivering to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, and shall advise the holder of each Note of such date and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.

Exercise of Put. Within 10 Business Days after (a) Xxxxx hereby grants to Investor the right, as specified herein, to require that upon demand Xxxxx purchase the Note from Investor as described herein. Investor may exercise its right to sell the Note to Xxxxx pursuant to this Agreement (the “Put Right”) at any Responsible Officer of the Company has knowledge of time following the occurrence of any Designated Event, an Event of Default under the Company Note. Investor shall give the holder of each Note exercise its Put Right by delivering a written notice thereof describing such Designated Event(the “Put Notice”) to Xxxxx and Baywood, and the facts and circumstances surrounding the occurrence thereofindicating, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering to the Company, at the address provided by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); providedwithout limitation, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company it wishes to exercise its Right right to require Xxxxx to purchase the Note from Investor pursuant to this Agreement and the amount of any then unpaid principal and interest (and any other monetary amounts then due and owing to Investor) under the Note (collectively, the “Put Amount”). The closing of the sale and purchase of the Note shall take place fifteen business days from the date that the Put Notice is delivered to Xxxxx and Baywood. (b) On the fifteenth business day following a delivery by delivering to the Company a Notice of Sale. If the holder Investor of a Note shall deliver a Put Notice (the “Closing Date”), (i) Investor (solely upon confirmation of Sale the Put Amount being delivered pursuant to any provision clause (iii) below) will deliver to Baywood the Note together with all sale/assignment documents (to be prepared at the expense of Xxxxx) which may be relevant in order to effectuate the transfer of the preceding sentenceNote to Xxxxx, (ii) Baywood will deliver to Xxxxx a convertible promissory note in the Company shall purchase name of Xxxxx in the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of any unpaid principal under the Notes Note at the time of such holder the Put Notice and otherwise on identical terms as the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice Note as of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending Put Notice and (iii) Xxxxx will deliver the Put Amount by wire transfer of notice immediately available funds to such account(s) as designated by Investor. A failure by Baywood to effect such delivery by the scheduled Closing Date shall not affect the obligation of Xxxxx to pay for and purchase the occurrence of Note and Investor, Xxxxx and Baywood agree to cooperate with one another to effect such delivery on the Designated Event giving rise thereto, and shall advise the holder of each Note of such date Closing Date. Investor is not required to deliver to Xxxxx or Baywood any documents or certificates other than this Agreement and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified documents referenced in this Section 8.6 with respect in order to each Designated Event effect, or otherwise in connection with, the transactions contemplated by this Agreement. (c) Investor may not deliver a Put Notice, and the Put Right subject to this Agreement, to the extent not then exercised, shall expire on the date all monetary sums payable under the Note are paid in full (either by Baywood or by Xxxxx pursuant to that shall occurGuaranty dated the date hereof by Xxxxx in favor of Investor), regardless subject to Section 8 of any act or omission to act with respect to any previous Designated Eventthe Guaranty.

Exercise of Put. Within 10 Business Days (a) Subject to the provisions of Sections 10.2 and 10.3, at any time after any Responsible Officer December 31, 2005, upon the consent of the holders of at least three-quarters (3/4) of the Preferred Shares, voting as a single class, each Investor may, upon written notice to the Company, require the Company has knowledge to redeem all or any portion of the Put Shares held by the Investors. If any Investor shall elect to have the Company redeem all or any portion of its Put Shares, the redemption price shall be an amount equal to the greater of (i) (A) the Automatic Conversion Price per share with respect to Series D Preferred Shares, or, if there is no Automatic Conversion, (B) $8.178 per Put Share (subject to adjustment as provided in Section 10.4), plus all accrued but unpaid dividends, if any (the “Purchase Amount”) and (ii) the Fair Market Value of the Put Shares. (b) In addition to the Investors’ rights under Section 10.2(a), at any time following the occurrence of any Designated EventEvent of Default and following the approval of the Required Investors as provided in Section 7.3, the Company shall give the holder of each Note Investor may, at its option and upon written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering to the Company, at the address provided by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from require the Company to exercise its Right to redeem all or any portion of the Put Shares held by delivering to the Company a Notice of SaleInvestor. If any Investor shall elect to have redeemed all or a portion of its Put Shares the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which redemption price shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, an amount equal to the aggregate outstanding principal amount greater of (i) the Purchase Amount or (ii) the Fair Market Value of the Notes Put Shares. (c) In the case of such holder and any redemption of Put Shares, the accrued and unpaid interest thereon; provided, that if redemption price shall be paid by certified check not more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 ninety (90) days after the date of the Company's sending of Investor’s notice of election to exercise the occurrence Put. (d) For purposes of this Article X, “Fair Market Value” shall mean the price which a willing purchaser would pay and a willing seller would accept for the Put Shares, both being fully informed of the Designated Event relevant facts and neither being under a compulsion to purchase or sell, without giving rise theretoa discount for lack of liquidity, marketability or minority interest status (if applicable). Fair Market Value shall be determined by an independent and qualified appraiser mutually selected by the Company and holders of at least 75% of the then outstanding Put Shares. If the Company and such shareholders cannot agree on an appraiser, such shareholders, collectively, shall select one appraiser, and the Company shall advise select one appraiser. Such appraisers will then select a third appraiser. All three appraisers shall then valuate the holder of each Note Put Shares in accordance with this Section 10.2(d), and the Fair Market Value shall be the median valuation of such date and the aggregate principal amount shares. All costs of Notes to any appraisal under this Section 10.2(d) shall be purchased paid by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.

Exercise of Put. Within 10 Business Days after At any Responsible Officer time during which the Option is exercisable pursuant to Section 2 or would be exercisable but for the circumstances referred to in the parenthetical in Section 2(iii) of this Agreement or if the condition set forth in Section 3 (v) of this Agreement shall not have been satisfied (the "Repurchase Period"), upon demand by Merger Sub, Merger Sub shall have the right to sell to Grizzly (or any successor entity thereof) and Grizzly (or such successor entity) shall be obligated to repurchase from Merger Sub (the "Put"), all or any portion of the Company has knowledge Option, at the price set forth in subparagraph (i) below, or all or any portion of the occurrence Grizzly Shares purchased by Merger Sub pursuant hereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of the Grizzly Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Grizzly (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any Designated Event, tender or exchange offer or other Alternative Proposal which was made prior to the Company shall give Notice Date and not terminated or withdrawn as of the holder Notice Date (the "Tender Price") and (B) the average of each Note written notice thereof describing such Designated Eventthe closing prices of shares of the Grizzly Common Stock on the New York Stock Exchange ("NYSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date (the "Market Price")), and the facts and circumstances surrounding Exercise Price, multiplied by the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering number of Grizzly Shares purchasable pursuant to the CompanyOption (or portion thereof with respect to which Merger Sub is exercising its rights under this Section 7); (ii) the Exercise Price paid by Merger Sub for the Grizzly Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, at the address provided multiplied by the Company number of Grizzly Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Proposal during the Repurchase Period. In determining the Market-Tender Offer Price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Lynx and reasonably acceptable to Grizzly. C-3 (a) Payment and Redelivery of Option or Shares. In the event Merger Sub exercises its rights under this Section 18 (if so provided)7, an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); providedGrizzly shall, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 within ten business days after its receipt of such notice from the Company to exercise its Right to Put by delivering to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentenceNotice Date, pay the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes required amount to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable Merger Sub in immediately available funds and Merger Sub shall surrender to Grizzly the Option or the certificates evidencing the Grizzly Shares purchased by wire transfer to the account specified Merger Sub pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise theretohereto, and Merger Sub shall advise the holder warrant that it owns such shares and that such shares are then free and clear of each Note of such date all liens, claims, charges and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless encumbrances of any act kind or omission to act with respect to any previous Designated Eventnature whatsoever.

Exercise of Put. Within 10 Business Days after any Responsible Officer (a) Each Put shall be exercised by not less than 30 days prior written notice given by Lender to Borrower at its address set forth below (which notice shall be irrevocable once given). Each such notice ("Put Notice") shall: (i) be executed by an officer of Lender and shall reference this Agreement, (ii) shall set forth the number of shares of Stock Lender intends to transfer to Borrower pursuant to such Put and (iii) shall include instructions setting forth where and in what manner the purchase price of the Company has knowledge shares of Stock in question should be remitted. At the closing of each Put Lender shall deliver to Borrower the Stock certificate in Lender's possession; Borrower agrees to promptly issue a replacement certificate for the number of shares of Stock of the occurrence prior certificate reduced by the number of any Designated Event, the Company shall give the holder of each Note written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering shares subject to the CompanyPut. If Lender owns no shares of Stock following the close of a Put, no replacement certificate shall be issued by Borrower. The purchase price of Stock subject to a Put shall be paid by Borrower in cash on the closing dates as specified below. (b) At a closing date occurring on April 30, 2000, Lender by a Put Notice may require Borrower to purchase up to 200 shares of Stock at a purchase price of S432.22 per share. (c) At a closing date occurring on April 30, 2001, Lender by a Put Notice may require Borrower to purchase up to 350 Shares of Stock at a price equal to $432.22 per share and, if so specified by Lender, Lender may require Borrower to purchase all or any of the address provided by the Company shares of Stock which had been available to be put to Borrower pursuant to Section 18 3(b) above but which had not theretofore been put to Borrower. (d) At a closing date occurring on April 30, 2002, Lender by a Put Notice may require Borrower to purchase up to 450 shares of Stock at a price equal to $432.22 per share and, if so provided)specified by Lender, an irrevocable notice Lender may require Borrower to purchase all or any of sale substantially in the form shares of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company Stock which had been available to exercise its Right be put to Put by delivering Borrower pursuant to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (Sections 3(b) and 3(c) above but which shall be had not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes theretofore been put to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, and shall advise the holder of each Note of such date and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated EventBorrower.

Exercise of Put. Within 10 Business Days after any Responsible Officer (a) The Company's right to exercise the Put commences on the actual effective date of the Company has knowledge of registration statement described in Section 10.1 (iv) hereof and expires three (3) years after the occurrence of any Designated Event, the Company shall give the holder of each Note written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder Effective Date ("Put Exercise Period"). (b) The Put may exercise its Right to Put by delivering to the Company, at the address provided be exercised by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in by giving the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt Subscriber written notice of such Notice of Sale, whereupon exercise ("Put Notice") not more often than one time each calendar month on the holder of each Note shall have until the later of (x) the expiration first trading day of such sixty-day period or (y) 10 days after its receipt of such notice from month during the Company Put Exercise Period in relation to exercise its Right to Put by delivering up to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding maximum principal amount of Put Note that the Notes of such holder and Subscriber has agreed to purchase subject to the accrued and unpaid interest thereonlimits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1 (b)(v) above; provided, that if more than one holder shall give (ii) a Notice of Sale legal opinion relating to the Put Securities in compliance with form reasonably acceptable to Subscriber substantially similar to the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same dayopinion annexed hereto as Exhibit C, which shall be opinion must also state that the latest day specified Put Securities are registered for unrestricted resale in all such Notices an effective and current registration statement; (iii) proof of Sale but in no event more than 90 days after the date effectiveness of the Company's sending of notice registration statement described in Section 10 above; (iv) five copies of the occurrence of prospectus portion thereof; and (v) such other documents and certificates reasonably requested by the Designated Event giving rise theretoSubscriber. (c) Unless otherwise agreed to by the Subscribers, and shall advise Put Notices must be given to all Subscribers in proportion to the holder of each Note of such date and the aggregate principal amount of Notes amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within ten (10) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercised which the Company may elect to be paid out of funds deposited with the escrow agent. (e) The Company may exercise the Put subject to the following limitations: (i) The Company may not give any one Subscriber a Put Notice in connection with that amount of Put Note which could be converted as of the Put Date into a number of shares of Common Stock which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on such Put Date, and (z) the number of shares of Common Stock issuable upon the conversion of the Put Note with respect to which the determination of this proviso is being made on a Put Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Put Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation l3d-3 thereunder. Subject to the foregoing, the Subscriber shall not be limited to aggregate conversions of only 4.99%. The Subscriber may revoke the restriction described in this paragraph upon 75 days prior notice to the Company. Each holder The Subscriber shall have the respective rights specified right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in this Section 8.6 with respect the 4.99% described above and which shall be allocated to the excess above 4.99%. (ii) The aggregate amount of all Put Notices to all Subscribers of the Initial Offering and their permitted assignees may not exceed $13,250,000. The aggregate maximum principal amount of Put Notes for which Put Notices may be given during any calendar month to all Subscribers in the Initial Offering may not exceed ten (10%) of the daily weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial using the AQR function for the thirty calendar days prior to but not including the Put Date, multiplied by the reported daily trading volume of the Common Stock for each Designated Event that shall occursuch day ("Trading Volume Limitation"). (iii) Anything to the contrary herein notwithstanding, regardless the Company may not exercise the Put for aggregate Put amounts from Investors to the Initial Offering in excess of $1,000,000 during any act or omission to act with respect to any previous Designated Eventcalendar month.

Exercise of Put. Within 10 Business Days (a) The Company's right to exercise the Put commences thirty days after any Responsible Officer the actual effective date of the Company has knowledge of registration statement described in Section 10.1(iv) hereof and expires two (2) years after the occurrence of any Designated Event, the Company shall give the holder of each Note written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder Effective Date ("Put Exercise Period"). (b) The Put may exercise its Right to Put by delivering to the Company, at the address provided be exercised by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in by giving the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt Subscriber written notice of such Notice of Sale, whereupon exercise ("Put Notice") not more often than one time each calendar month during the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company Put Exercise Period in relation to exercise its Right to Put by delivering up to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding maximum principal amount of Put Note that the Notes Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date effectiveness of the Company's sending of notice registration statement described in Section 10 above, together with five copies of the occurrence of prospectus portion thereof; and (iv) such other documents and certificates reasonably requested by the Designated Event giving rise theretoSubscriber. (c) Unless otherwise agreed to by the Subscribers, and shall advise Put Notices must be given to all Subscribers in proportion to the holder of each Note of such date and the aggregate principal amount of Notes amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within ten (10) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Finder's Fee and Warrants relating to the Put being exercised which the Company may elect to be paid out of funds deposited with the escrow agent. (e) The Company may exercise the Put subject to the following limitations: (i) The Company may not give the Subscriber a Put Notice in connection with that amount of Put Note which could be converted as of the Put Date into a number of shares of Common Stock which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on such Put Date, and (z) the number of shares of Common Stock issuable upon the conversion of the Put Note with respect to which the determination of this proviso is being made on a Put Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Put Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Subscriber shall not be limited to aggregate conversions of only 9.99%. The Subscriber may revoke the restriction described in this paragraph upon 75 days prior notice to the Company. Each holder The Subscriber shall have the respective rights specified right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in this Section 8.6 with respect the 9.99% described above and which shall be allocated to the excess above 9.99%. (ii) The aggregate amount of all Put Notices to all Subscribers of the Initial Offering may not exceed $4,625,000. The aggregate maximum principal amount of Put Notes for which Put Notices may be given during any calendar month to all Subscribers in the Initial Offering may not exceed ten (10%) of the daily weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial using the AQR function for the thirty calendar days prior to but not including the Put Date, multiplied by the reported daily trading volume of the Common Stock for each Designated Event that shall occursuch day ("Trading Volume Limitation"). (iii) Anything to the contrary herein notwithstanding, regardless the Company may not exercise the Put for aggregate Put amounts from Investors to the Initial Offering in excess of $375,000 nor less than $100,000 during any act or omission calendar month. (f) In the event the Company does not exercise the Put during any calendar month during the Put Exercise Period for the entire permitted Put amount, then the Subscriber may exercise the Put in relation only to act with respect such Subscriber, by giving notice to any previous Designated Eventthe Company of such exercise during the first seven (7) business days of each following month.