Common use of First Put Right Clause in Contracts

First Put Right. (a) Within forty-five (45) days following the date that is [***] years after the date of this Agreement, the VeriSign Member shall have the right to elect (in the manner set forth in Section 9.1(b) below) to sell to the Fox Member (the “First Put Option Right”), and the Fox Member or News shall thereupon be required to purchase from the VeriSign Member, all, but not less than all, of the Units beneficially owned by the VeriSign Member as of the First Put Exercise Date at an aggregate purchase price (the “First Put Price”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of the First Put Exercise Date and the denominator of which is the VeriSign Member’s Percentage Interest as of the date of this Agreement. *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (b) The VeriSign Member shall exercise the First Put Option Right by delivering to the Fox Member a written notice of such exercise (the “First Put Option Exercise Notice”), with a copy of the First Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the First Put Option Exercise Notice (the “First Put Exercise Date”) shall be deemed to be the date of the VeriSign Member’s exercise of the First Put Option Right, provided that if a Capital Call Notice has been sent to the Members prior to the First Put Option Exercise Notice and the Capital Call Date shall not yet have occurred, such date shall be deemed to be immediately after the Capital Call Date.

First Put Right. (a) Within forty-five (45) days following Each Stockholder other than a member of the date that is [***] years after Fasteau Group and Progressive and their respective Affiliates and Family Affiliates, as the date of this Agreementcase may be, the VeriSign Member shall have the right to elect (in right, on April 1, 2018 or, if such date is not a Business Day, the manner set forth in Section 9.1(b) below) to sell to the Fox Member next Business Day (the “First Put Option RightClosing Date”), and the Fox Member or News shall thereupon be required to purchase from the VeriSign Member, all, but not less than all, sell to Progressive up to fifty percent (50%) of the Units beneficially owned Shares then held by such Stockholder, including Shares issuable upon the VeriSign Member as exercise of any vested stock option held by such Stockholder (the “Non-Fasteau First Put Shares”) at the First Put Exercise Date at an aggregate Price. Each member of the Fasteau Group shall have the right, on the First Put Closing Date, to have Progressive purchase price up to 100% of the Shares then held by them (the “Fasteau First Put Shares” and, together with the Non-Fasteau First Put Shares, the “First Put PriceShares”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of at the First Put Exercise Date and Price. A Stockholder wishing to exercise such right shall provide notice to Progressive (each a “First Put Notice”) of its intent to sell the denominator of which is Non-Fasteau First Put Shares or the VeriSign Member’s Percentage Interest Fasteau First Put Shares, as of the date of this Agreement. *** Note: Confidential treatment has been requested with respect applicable, to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (b) The VeriSign Member shall exercise Progressive at the First Put Option Right by delivering to the Fox Member a written notice of Price; such exercise (the “First Put Option Exercise Notice”), with a copy of the First Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the First Put Option Exercise Notice (the “First Put Exercise Date”) shall be deemed to be the date of the VeriSign Member’s exercise of the First Put Option Right, provided that if a Capital Call Notice has been sent to the Members delivered no earlier than ninety (90) days nor later than thirty (30) days prior to the First Put Option Exercise Closing Date and shall specify the number of First Put Shares to be sold by such Stockholder. At least twenty (20) days prior to the First Put Closing Date, Progressive shall calculate the First Put Price in the manner described in Exhibit B and provide notice thereof to each Stockholder who delivered a First Put Notice (each a “First Put Seller”) and to any of Xxxx, LLLP and Fasteau that are not First Put Sellers. The calculation of the First Put Price shall be subject to adjustment as set forth in Section 3.3(c)(v). On the First Put Closing Date, at the Company’s offices, Progressive shall pay to each First Put Seller in immediately available funds an amount equal to the First Put Price times the number of First Put Shares to be sold by such First Put Seller, and each First Put Seller shall deliver to Progressive stock certificates representing the First Put Shares to be sold by such First Put Seller, a stock power duly endorsed to Progressive (or signed in blank) by the First Put Seller, and such additional information and documentation, including representations as to title to and ownership of the First Put Shares to be sold by such First Put Seller, authority of the First Put Seller to sell such First Put Shares, and the Capital Call Date shall not yet have occurredabsence of encumbrances and required governmental and third party approvals and consents, such date as Progressive may reasonably request from the First Put Seller. Notwithstanding the foregoing, (A) if the First Put Price is the subject of a dispute pursuant to this Section 3.3(c)(i) and Section 3.3(c)(v), then the closing of the transactions contemplated by this Section 3.3(c)(i) shall be deemed delayed until the third (3rd) Business Day following the date on which such dispute is resolved in accordance with Section 3.3(c)(v), (B) Progressive or a First Put Seller may delay the closing of the transactions contemplated by this Section 3.3(c)(i) to be immediately after the Capital Call extent necessary to satisfy any applicable regulatory requirements, including obtaining any required consent or approval of any state insurance regulatory authority, and (C) if any First Put Shares being sold by a First Put Seller are Shares issuable upon the exercise of one or more outstanding and vested stock options (“Option Shares”), then at the request of the First Put Seller and with the consent of the Company, on the First Put Closing Date, (I) Progressive shall pay to the Company on behalf of such First Put Seller, in consideration for the exercise of such stock option(s), the portion of the aggregate First Put Price that is equal to the exercise price for the Option Shares and the mandatory tax withholding related to such exercise, (II) Progressive shall pay to the First Put Seller the balance of the aggregate purchase price for the First Put Shares being sold by such First Put Seller, and (III) the Company shall issue such Option Shares to Progressive.

First Put Right. On or within ten (a10) Within forty-five (45) business days following of the eighteenth month anniversary of the date that is [***] years after hereof (the date of this Agreement“First Put Date Notice Period”), the VeriSign Member Sellers shall have the right to elect (in require CRI to purchase the manner set forth in Section 9.1(b) below) to sell to Assets for the Fox Member Purchase Price payable upon the closing of the Asset Purchase Agreement (the “First Put Option Right”), and the Fox Member or News shall thereupon be required . Sellers may deliver to purchase from the VeriSign Member, all, but not less than all, CRI written notice of the Units beneficially owned by the VeriSign Member as of Sellers’ intention to exercise the First Put Exercise Date at an aggregate purchase price Right (the “First Put PriceNotice”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in during the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect First Put Date Notice Period. Within ten (10) business days of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as receipt of the First Put Exercise Date and Notice, CRI shall have the denominator of which is option (a) to proceed with the VeriSign Member’s Percentage Interest as acquisition of the date of this AgreementAssets or (b) to reject Sellers’ First Put Right. *** Note: Confidential treatment has been requested with respect CRI shall deliver a written notice to Sellers setting forth its election (the information contained within “First Reply Notice”). (a) In the [***] marking. Such portions have been omitted from this filing and have been filed separately event that CRI elects to proceed with the Securities and Exchange Commissionacquisition of the Assets, the terms of Section 1.3 shall apply to such acquisition (with the First Reply Notice being deemed the Option Notice for purposes of Section 1.3). (b) The VeriSign Member shall exercise In the event that CRI elects to reject the Sellers’ First Put Option Right by delivering Right, CRI shall pay to Sellers the Fox Member a written notice sum of such exercise Five Million Dollars ($5,000,000) (the “First Put Supplemental Option Exercise NoticePrice”), with a copy of the First Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the First Put Option Exercise Notice (the “First Put Exercise Date”) shall be deemed to be paid to Sellers on the date of such rejection by federal wire transfer of same-day funds pursuant to wire instructions that Sellers have heretofore delivered to CRI and such rejection shall have no effect on the VeriSign Member’s ability of CRI to exercise its rights under Section 1 at anytime prior to termination of the Option. If the acquisition of the Assets occurs, the First Put Supplemental Option Right, provided that if a Capital Call Notice has been sent Price shall be applied to the Members prior to Purchase Price. If the Assets are not acquired, the First Put Supplemental Option Exercise Notice and the Capital Call Date shall not yet have occurred, such date Price shall be deemed to be immediately after the Capital Call Dateretained by Sellers.

First Put Right. (a) Within forty-five (45) days following During the date that is [***] years after the date of this AgreementPut Term, the VeriSign Member Xxxxxxxx shall have the right to elect obligate Elandia (the “First Put”) to issue shares of Elandia common stock (“Elandia Shares”), in the manner amount set forth herein, in Section 9.1(bexchange for, at Xxxxxxxx’x option, (i) belowtwenty-five (25%) to sell to of the Fox Member Common Units held by or for the benefit of Xxxxxxxx, or (ii) all (but not less than all) of the Common Units held by or for the benefit of Xxxxxxxx (the “First Put Option RightUnits”). If Xxxxxxxx elects to exchange only 25% of his Common Units in the First Put, the number of Elandia Shares to be issued to Xxxxxxxx shall be equal to (i) the product of the number of First Put Units and the Fair Market Value per Unit divided by (ii) the Market Price of the Elandia Shares. If Xxxxxxxx elects to exchange all of his Common Units in the First Put, the number of Elandia Shares to be issued to Xxxxxxxx shall be equal to the sum of (A) (1) the product of the number of First Put Units and the Fair Market Value per Unit divided by (2) the Market Price of the Elandia Shares, and (B) 1,150,000 Elandia Shares (the Fox Member or News consideration payable in this sentence and the preceding sentence shall thereupon be required referred to purchase from herein collectively as the VeriSign Member“First Put Consideration”). Notwithstanding the foregoing, all, but not less than all, of the Units beneficially owned by the VeriSign Member as if upon exercise of the First Put Exercise Date at an aggregate purchase price the Elandia Shares are not then listed on a Principal Market, the Fair Market Value per Elandia Share shall be used in lieu of the Market Price for purposes of the above formulas. In order to exercise the First Put, Xxxxxxxx must deliver written notice to Elandia and the Company during the Put Term, which shall contain the number of Common Units Xxxxxxxx elects to exchange in the First Put (the “First Put PriceNotice”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as ). Upon receipt of the First Put Exercise Date and Notice, (i) the denominator Board of which is the VeriSign Member’s Percentage Interest as Managers of the Company, acting unanimously, shall have ninety (90) days to select an Independent Appraiser and (ii) Elandia shall have ninety (90) days to prospectively designate a date within such 90-day period that shall be used by the Independent Appraiser to measure and establish the value of this Agreement. *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (b) The VeriSign Member shall exercise the First Put Option Right by delivering to the Fox Member a written notice of such exercise Units (the “First Put Option Exercise NoticeValuation Date”), with a copy . The Company shall notify Xxxxxxxx and Elandia in writing of its selection of the Independent Appraiser. Elandia shall notify Xxxxxxxx in writing of its designation of the First Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the First Put Option Exercise Notice Valuation Date within five (5) days from making such determination (the “First Put Exercise DateValuation Notice”) ). The Company shall be deemed responsible for all fees and expenses of the Independent Appraiser as a result of Xxxxxxxx exercising his First Put. Xxxxxxxx may, in his sole discretion, elect to be withdraw his First Put at anytime during the period commencing on the date of the VeriSign Member’s exercise of Xxxxxxxx receives the First Put Option Right, provided that if a Capital Call Valuation Notice has been sent to the Members and expiring one day prior to the First Put Option Exercise Valuation Date (the “First Put Withdrawal Period”) by notifying Elandia in writing of such election (the “First Put Withdrawal Notice”). If Elandia does not receive a First Put Withdrawal Notice and during the Capital Call Date First Put Withdrawal Period, the consummation of the First Put shall not yet have occurred, such date shall be deemed to be immediately occur within ten (10) days after Elandia receives a written appraisal report of the Capital Call DateUnits from the Independent Appraiser (the “First Put Closing”).