Common use of Put Agreement Clause in Contracts

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrants. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant Agreement, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) The Purchase Price shall be paid to Holder may exercise by the Put by delivery of written notice Company, as follows: (the "Put Notice"i) of such exercise to the Company in the manner and at the address one third of the Company set forth in Section 14 hereof. The Company Purchase Price shall pay to Holder, be paid in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of written notice from Holder of its intention to exercise the Put Notice(the "Closing Date"), (ii) On the Closing Date, the Company shall deliver a promissory note to Holder, in substantially the form of the Note, which evidences the remaining balance of the Purchase Price and provides for: (A) two (2) equal installment payments of principal with the first installment due on the six (6) month anniversary date of the promissory note and the second installment due on the first anniversary date of the promissory note; (B) interest to accrue on the outstanding principal balance at thirteen and one half percent (13.5%) per annum and payable monthly; (C) the promissory note to be secured by all of the Shares transferred by the Holder pursuant to the Put; and (D) the Company to have the right to prepay the promissory note in part or in full at any time and from time to time. The aggregate number of shares that may be sold to the Company pursuant to this Section may be decreased to the extent that the consideration to be paid by the Company for the shares would exceed the "surplus" of the Company (as defined in Section 154 of the Delaware General Corporation Law). (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) Notwithstanding Section 9(a) hereof, in the event that any shareholder of the Company exercises its right to require the Company to redeem its shares pursuant to the Shareholder Agreement of even date herewith by and among the Company and the Founding Shareholders (as hereinafter defined).

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within the later of (i) thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put, or (ii) five (5) days after Fair Market Value is determined by the appraisers pursuant to Section 9(c) hereof, not to exceed sixty (60) days of the receipt of written notice. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be the average trading price of shares of Common Stock during the ten (10) trading days preceding the date notice of the exercise of the Put is delivered to the Company or if the Common Stock is not publicly traded at such time shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, taking into consideration that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, within thirty (30) days thereafter, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) Notwithstanding the foregoing, if the Note has been paid in full and either (i) the Company has successfully completed an underwritten public offering of the Company's capital stock and the Company has a market capitalization in excess of $75,000,000.00, or (ii) the Company is purchased by or merged with a public company having a market capitalization of at least $75,000,000.00, and the Holder receives marketable securities in such public company, the Put shall terminate.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted this Warrant not any shares acquired pursuant to the exercise of this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant less the Exercise Price. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Except as provided in Section 21 hereof, the Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) At the Company's request, Holder shall provide the Company with an affidavit in the form attached hereto as Exhibit A stating that Holder is the holder of the Warrant on the date the Put is exercised. Simultaneously with the payment of the Put Price, Holder will deliver the original of the Warrant to the Company at the time the payment of the Put Price is made.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, taking into consideration that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean average of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateafter August 1, 2002, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (more than 10%) greater % more than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who whom appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-one- half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to the Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration hereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to the Holder upon exercise of such Warrantsthis Warrant less the exercise price. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant Agreement, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to or greater than ten percent (10%) % more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half of by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 13 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be the average trading price of shares of Common Stock during the week preceding the date of purchase or if the Common Stock is not publicly traded at such time shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, taking into consideration that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant which shall be exercisable with the consent of the Senior Lenders (as defined in the Loan Agreement). (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (more than 10%) greater % more than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-one- half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues issued to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such this Warrants. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 13 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than and the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant Agreementnet of the Exercise Price, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) Notwithstanding the foregoing, if the Company successfully completes a bona fide underwritten public offering of its capital stock with net proceeds to the Company of at least $30,000,000 or such lesser amount at which the Series C Preferred Stockholders of the Company agree to convert to Common Stock, the Put shall terminate.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty ninety (6090) days ending immediately prior to the Expiration Date, Date at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holderthe Holder the Purchase Price, in cash or by wire transfer certified or cashier's check, in exchange for the delivery to the Company of immediately available funds, the Put Price this Warrant within thirty forty-five (3045) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put Noticeand stating the Purchase Price determined in accordance with Section 9. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be the average last sales price per share of Common Stock during the five (5) trading days preceding the date of purchase or if the Common Stock is not publicly traded at such time shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, taking into consideration that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the HolderCompany.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant less the Exercise Price. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) Notwithstanding the foregoing, if the Common Stock is traded on a national securities exchange or included in the Nasdaq National Market, the Fair Market value will be the average of the closing price of the Common Stock during the twenty (20) trading days preceding the payment of the Put Price (as listed in The Wall Street Journal).

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement (to the extent not previously exercised) for a period of sixty (60) 30 days immediately prior to after maturity of the Expiration DateNote, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put Noticeand all other documentation reasonably required by the Company. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The If after an initial public offering of the Common Stock, the average of the closing bid and ask prices for the Common Stock (as quoted on a national exchange) shall be the fair market value. If prior to a public offering, the Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (more than 10%) greater % more than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Subject to the restrictions of Subparagraph (d) below, the Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-one- half by the Company and one-half by the Holder. (d) The provisions of this Section 9(a) - (c) shall not be effective as long as the Company is a reporting company under the Securities Exchange Act of 1934 and its Common Stock is traded on The Nasdaq Stock Market or a national securities exchange.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of (i) written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put, or (ii) determination of the Fair Market Value, whichever is later. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as agreed to by the Company and the Holder, or if they shall fail to agree within five (5) days following delivery of notice of exercise of the Put, then as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. In the event the Common Stock is publicly traded, in valuing the shares issuable to Holder, the appraisers shall take into account the liquidity of the public market and the anticipated impact on the value that could be realized for such shares if they were all offered for sale on the public market. (ii) If the higher of the two appraisals is not ten percent (more than 10%) greater % more than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) % more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (v) Notwithstanding anything to the contrary contained herein, should the Company and Holder agree upon a Fair Market Value for the shares subject to the Put, then such agreed value will apply in lieu of the appraised value set forth above.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty thirty (6030) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant less the Exercise Price. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice. The Company's obligation to pay the Purchase Price survives after the Expiration Date of the Warrant. (c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined in accordance with 8(e). In the absence of an established public market, the fair market value shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) 30 days immediately prior to the Expiration Dateexpiration thereof, at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to the Holder, in cash or by wire transfer of immediately available fundscertified or cashier's check, the Put Purchase Price in exchange for the delivery to the Company of this Warrant within thirty ninety (3090) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Put NoticeHolder of its intention to exercise the Put. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher of the two appraisals is not ten percent (more than 10%) greater % more than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (v) If the Company is publicly traded on a recognized domestic stock exchange at the time of determination, then, notwithstanding the foregoing, the Fair Market Value shall equal the average bid price at the close of each market day for the twenty (20) market days next preceding the date on which Holder issues its election to put this Warrant under the authority of this Section 9.

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) days immediately prior to until the Expiration Date, Date at a purchase price (the "Put Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrantsthis Warrant. (b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holderthe Holder the Purchase Price, in cash or by wire transfer certified or cashier's check, in exchange for the delivery to the Company of immediately available funds, the Put Price this Warrant within thirty forty-five (3045) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put Noticeand stating the Purchase Price determined in accordance with this Section 9. (c) For purposes of this Section 9, the The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be the average last sales price per share of Common Stock during the five (5) trading days preceding the date of purchase or if the Common Stock is not publicly traded at such time shall be determined as follows: (i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant AgreementWarrant, taking into consideration that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (ii) If the higher highest of the two appraisals is not ten percent (more than 10%) greater % more than the lower lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher highest of the two appraisals is equal to 10% or greater than ten percent (10%) more than the lower lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (iv) The fees and expenses of the appraisers shall be paid one-half by the Company Holder and one-half by the HolderCompany.