Common use of Participant Put/Call Option Price, Put/Call Option Notice and Closing Clause in Contracts

Participant Put/Call Option Price, Put/Call Option Notice and Closing. (a) The aggregate price to be paid for Shares being purchased pursuant to Sections 4.1(a) or 4.1(b) shall be equal to (x) the Fair Market Value multiplied by (y) (A) the number of Shares being purchased, divided by (B) the outstanding number of shares of Common Stock on the day immediately preceding the date of the Put Option Notice or Call Option Notice, as applicable (the “Participant Put/Call Option Price”), provided, however, that in the event that (i) the Participant’s employment with the Company was terminated by the Company for Cause or by the Participant without Good Reason or the Participant breached Articles II or V, and (ii) the Participant purchased any of its Shares at a price per Share less than the Participant Put/Call Option Price, the purchase price of such Shares shall be the price the Participant originally paid for such Shares. (b) If the Participant desires to exercise its Put Option, it shall deliver written notice thereof to the Company during the applicable period specified in Section 4.1(a). Such notice (a “Put Option Notice”) shall set forth the number of Shares subject to the Put Option and a description of any consents, approvals or other conditions precedent to such closing known to the Participant. The closing of the purchase by the Company of Shares under this Article IV shall occur at 10:00 a.m. New York City time on the 15th Business Day from the date of the Put Option Notice or on a date prior to such date that is mutually agreeable to the Company and the Participant (the “Put Option Closing Date”); provided, however, that the foregoing references to “15th Business Day” shall mean such later day on which all necessary consents from applicable Governmental Authorities to such sale have been received if any such required consents were not received prior to such 15th Business Day. The sale rights in Section 4.1(a) may only be exercised for 100% of the Shares then beneficially owned by the Participant. (c) If the Company desires to exercise its Call Option, it shall deliver written notice thereof to the Participant. Such notice (an “Call Option Notice”) shall set forth the number of Shares subject to the call, the proposed date for closing such sale and a description of any consents, approvals or other conditions precedent to such closing known to the Company. The closing of the purchase by the Company of Shares under this Article IV shall occur at 10:00 a.m. New York City time on the 15th Business Day from the date of the Put Option Notice or on a date prior to such date that is mutually agreeable to the Company and the Participant (the “Call Option Closing Date”); provided, however, that the foregoing references to “15th Business Day” shall mean such later day on which all necessary consents from applicable Governmental Authorities to such sale have been received if any such required consents were not received prior to such 15th Business Day. The purchase rights in Section 4.1(b) may only be exercised for 100% of the Shares then beneficially owned by the Participant. (d) Transfers of Shares under the terms of this Article IV shall be made at the offices of the Company on the Put Option Closing Date or Call Option Closing Date, as applicable. In connection with any purchase and sale of Shares pursuant to this Article IV, the Participant shall deliver to the Company on or before the Put Option Closing Date or Call Option Closing Date, as applicable, (i) certificates representing the number of Shares to be purchased and sold on such date, duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all Liens and (ii) a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Company, to the Transfer of the Shares subject to the Put Option or the Call Option, as applicable. The Participant shall also deliver a certificate which shall contain customary representations and warranties to the effect of the following: (i) the Participant has full power, right and authority to transfer the Shares to be transferred by it, (ii) such transfer will not conflict with, or result in a violation or breach of, any Law or judgment applicable to the Participant, (iii) no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of any Governmental Authority is necessary on the part of the Participant for the consummation of such purchase and sale, (iv) upon delivery of the Shares, the Company will acquire all of the rights of the Participant in such Shares and will acquire its interest in such Shares free of any “adverse claim” (as defined in Section 8-102 of the Uniform Commercial Code) and (v) delivery of such Shares to the Company will pass title to such Shares free and clear of any Liens. (e) The Company may revoke its election to exercise the Call Option by providing written notice thereof to the Participant if the closing of the purchase by the Company of the Participant’s Shares does not occur within 15 days after the date of the Call Option Notice, which 15 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed purchase have been received (but in no event more than 90 days after the expiration of such 15 day period). The Participant may revoke its election to exercise the Put Option by providing written notice thereof to the Company if the closing of the purchase by the Company of the Participant’s Shares does not occur within 15 days after the date of the Put Option Notice, which 15 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed purchase have been received (but in no event more than 90 days after the expiration of such 15 day period). (f) Each of the parties to this Agreement shall use commercially reasonable efforts to secure any necessary consent from applicable Governmental Authorities and to comply with any applicable Law necessary in connection with the exercise of a Put Option or Call Option.

Participant Put/Call Option Price, Put/Call Option Notice and Closing. (a) The aggregate price to be paid for Shares being purchased pursuant to Sections 4.1(a) or 4.1(b) shall be equal to (x) the Fair Market Value multiplied by (y) (A) the number of Shares being purchased, divided by (B) the outstanding number of shares of Common Stock on the day immediately preceding the date of the Put Option Notice or Call Option Notice, as applicable (the “Participant Put/Call Option Price”), provided, however, that in the event that (i) the Participant’s employment with the Company was terminated by the Company for Cause or by the Participant without Good Reason or the Participant breached Articles II or V, and (ii) the Participant purchased any of its Shares at a price per Share less than the Participant Put/Call Option Price, the purchase price of such Shares shall be the price the Participant originally paid for such Shares. (b) If the Participant desires to exercise its Put Option, it shall deliver written notice thereof to the Company during the applicable period specified in Section 4.1(a). Such notice (a “Put Option Notice”) shall set forth the number of Shares subject to the Put Option and a description of any consents, approvals or other conditions precedent to such closing known to the Participant. The closing of the purchase by the Company of Shares under this Article IV shall occur at 10:00 a.m. New York City time on the 15th Business Day from the date of the Put Option Notice or on a date prior to such date that is mutually agreeable to the Company and the Participant th (the “Put Option Closing Date”); provided, however, that the foregoing references to “15th Business Day” shall mean such later day on which all necessary consents from applicable Governmental Authorities to such sale th have been received if any such required consents were not received prior to such 15th Business Day. The sale rights in Section 4.1(a) may only be exercised for 100% of the Shares then beneficially owned by the Participant. (c) If the Company desires to exercise its Call Option, it shall deliver written notice thereof to the Participant. Such notice (an “Call Option Notice”) shall set forth the number of Shares subject to the call, the proposed date for closing such sale and a description of any consents, approvals or other conditions precedent to such closing known to the Company. The closing of the purchase by the Company th of Shares under this Article IV shall occur at 10:00 a.m. New York City time on the 15th Business Day from the date of the Put Option Notice or on a date prior to such date that is mutually agreeable to the Company and the Participant th (the “Call Option Closing Date”); provided, however, that the foregoing references to “15th Business Day” shall mean such later day on which all necessary consents from applicable Governmental Authorities to such sale have been received if any such required consents were not received prior to such 15th Business Day. The purchase rights in Section 4.1(b) may only be exercised for 100% of the Shares then beneficially owned by the Participant. (d) Transfers of Shares under the terms of this Article IV shall be made at the offices of the Company on the Put Option Closing Date or Call Option Closing Date, as applicable. In connection with any purchase and sale of Shares pursuant to this Article IV, the Participant shall deliver to the Company on or before the Put Option Closing Date or Call Option Closing Date, as applicable, (i) certificates representing the number of Shares to be purchased and sold on such date, duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all Liens and (ii) a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Company, to the Transfer of the Shares subject to the Put Option or the Call Option, as applicable. The Participant shall also deliver a certificate which shall contain customary representations and warranties to the effect of the following: (i) the Participant has full power, right and authority to transfer the Shares to be transferred by it, (ii) such transfer will not conflict with, or result in a violation or breach of, any Law or judgment applicable to the Participant, (iii) no notice to, registration, declaration or filing with, review by, or authorization, consent, order, waiver, authorization or approval of any Governmental Authority is necessary on the part of the Participant for the consummation of such purchase and sale, (iv) upon delivery of the Shares, the Company will acquire all of the rights of the Participant in such Shares and will acquire its interest in such Shares free of any “adverse claim” (as defined in Section 8-102 of the Uniform Commercial Code) and (v) delivery of such Shares to the Company will pass title to such Shares free and clear of any Liens. (e) The Company may revoke its election to exercise the Call Option by providing written notice thereof to the Participant if the closing of the purchase by the Company of the Participant’s Shares does not occur within 15 days after the date of the Call Option Notice, which 15 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed purchase have been received (but in no event more than 90 days after the expiration of such 15 day period). The Participant may revoke its election to exercise the Put Option by providing written notice thereof to the Company if the closing of the purchase by the Company of the Participant’s Shares does not occur within 15 days after the date of the Put Option Notice, which 15 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed purchase have been received (but in no event more than 90 days after the expiration of such 15 day period). (f) Each of the parties to this Agreement shall use commercially reasonable efforts to secure any necessary consent from applicable Governmental Authorities and to comply with any applicable Law necessary in connection with the exercise of a Put Option or Call Option.