Common use of Put and Call Options Clause in Contracts

Put and Call Options. OPTION PURCHASE ------------------------------------ (a) At any time after the third anniversary of the date of Closing of this Agreement (the "Initial Closing Date"), Purchaser (or Purchaser's nominee) shall have the right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the "Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"). (b) In the event that Purchaser wishes to exercise the Call Option, Purchaser shall send written notice to the Sellers specifying: (A) that it wishes to purchase the Remaining Shares from the Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing"). (c) In the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date or the Put Closing Date, as applicable, is herein referred to as the "Closing Date"). (d) Upon the exercise of either the Put Option or the Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be: (i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, and (ii) the certificate contemplated in Section 2(d), dated the Put Closing Date or Call Closing Date, as the case ------------ may be, and executed by each Seller.

Put and Call Options. OPTION PURCHASE ------------------------------------ (a) At any time after Subject to all Applicable Laws and all outstanding amounts due to the third anniversary Vendors under the Sale and Purchase Agreement having been settled in full, during the period of five (5) years following the completion date of the Acquisition (the “Call Option Period”), Xxxx shall have the option (but not the obligation) (the “Call Option”), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase all or part of the Shares then held by Templewater at the price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of Closing exercise of this Agreement the Call Option (the "Initial Closing Date"“Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), Purchaser provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (or Purchaser's nominee) shall have 100). The Call Option shall, subject to the right to buy (terms hereof, remain valid and exercisable by Xxxx during the "Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the "Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"). (b) In Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the event that Purchaser wishes to exercise period of two (2) years following the end of the Call OptionOption Period (the “Put Option Period”), Purchaser Templewater shall send have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to the Sellers specifying: (A) that it wishes require Hans to purchase the Remaining Shares from held by Templewater (and not being the Sellers in accordance with subject matter of any Call Option Notice) on the terms commencement date of the Put Option Period (the “Put Option”, and conditions contained herein the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (Bii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a time365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (the Put Price and the Put Interest together, place and datethe “Put Consideration”), which in three tranches as follows: (i) on the commencement date of the Put Option Period, up to one third (1/3) of the Put Option Shares (if that is not later than thirty a whole number, it shall be rounded up to the next whole number) (30the “1st Tranche Put Shares”); (ii) business days on the date of the first anniversary of the commencement of the Put Option Period, up to a further one third (1/3) of the Put Option Shares (if that is not a whole number, it shall be rounded up to the next whole number) plus the balance of the 1st Tranche Put Shares that have not been sold (and not earlier than fifteen being the subject matter of any Put Option Notice) to Hans; and (15iii) business days from at the date such notice is given end of the Put Option Period, with regard to all the Shares then held by Xxxxxxxxxxx, provided that the Put Option shall be deemed exercised on the last day of the Put Option Period in respect of all (but not part) of the "Shares (if any) then held by Templewater (and which are not the subject matter of any prior Call Closing Date"), for Option Notice or Put Option Notice) and Templewater shall also serve the closing of such sale (the "Call Closing")Put Option Notice to Hans. (c) In the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) Once a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date Option Notice or the Put Closing Date, as applicable, is herein referred to as the "Closing Date"). (d) Upon the exercise of either the a Put Option or the Call Option, each Seller shall certify in writing to Purchaser Notice (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be: (i) The Remaining is served Templewater shall be bound to sell the relevant Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record to Xxxx as legal and beneficial owner of, free from all Encumbrances and has good title to, their respective Remaining Shares of each together with all rights attaching to them as at the date of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, Call Option Notice or arrangements with respect to voting and adverse claims to title of any kind or character. Put Option Notice (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Call Closing Date or the Put Closing Date, as the case may be). Templewater shall, Purchaser shall deliver to Sellers any documents, instruments, within twenty (20) Business Days after the date of such Call Option Notice or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- Put Option Notice (g) On the Call Closing Date or the Put Closing Date as the case may be), Sellers shall deliver to Purchaser: Xxxx (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments instrument(s) of transfer by in respect of the requisite Sellers, and Shares to be transferred; (ii) share certificate(s) representing such Shares; (iii) any other documents necessary to facilitate the completion of the transfer of such Shares as required by the Company or Applicable Law; and (iv) (in the event that Templewater shall cease to Purchaser good title hold Shares representing 1.0% or more of the issued Shares after the exercise of the aforesaid options) resignation letters from each of the Templewater Directors and each of the directors appointed by Xxxxxxxxxxx to each of the Remaining Sharesother Group Companies, free and clear confirming that such Persons have no claims whatsoever against the relevant Group Company. Within thirty (30) Business Days after delivery of all lienssuch documents by Templewater, security interests, assignments, options and adverse claims of any kind Hans shall pay Templewater the Call Consideration or character, and (ii) the certificate contemplated in Section 2(d), dated the Put Closing Date or Call Closing Date, Consideration (as the case ------------ may be) in immediately available funds, to an account designated by Templewater or in such manner as may be agreed between Hans and executed by each SellerTemplewater.

Put and Call Options. OPTION PURCHASE ------------------------------------ (a) At any Any time after September 30, 2000, the third anniversary of Executive will have the date of Closing of this Agreement right (the "Initial Closing DatePut"), Purchaser exercisable by notice to TCI to such effect (or Purchaser's nominee) shall have the right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the a "Put OptionExercise Notice") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) to require TCI to purchase all of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares")Executive Group's Share Equivalents for a purchase price determined in accordance with this Section 5.2. (b) In Any time after the event that Purchaser wishes to exercise termination of the Call Optionemployment of the Executive with the Company, Purchaser shall send written by reason of termination by the Company with Cause or voluntary termination by the Executive, TCI will have the right (the "Call"), exercisable within 90 days of the date of such termination by notice to the Sellers specifying: Executive to such effect (Aa "Call Exercise Notice"), to require the Executive Group to sell all of its Share Equivalents to TCI or any one or more other members of the TCI Group (provided that TCI shall remain responsible hereunder for the performance of the applicable member of the TCI Group) that it wishes to as set forth in the Call Exercise Notice, for a purchase the Remaining Shares from the Sellers price determined in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing")this Section 5.2. (c) In On September 30, 2001, each member of the event that Sellers wish Executive Group shall be obligated to exercise the Put Option, the Sellers sell and TCI shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser be obligated to purchase (the Remaining Shares from Sellers "Unwind") all of the Executive Group's Share Equivalents for a purchase price determined in accordance with this Section 5.2. (d) Whenever an event occurs that requires a purchase price to be determined (a "Determination Event"), TCI and the Executive Group will use their good faith efforts to determine the fair market value for the Share Equivalents that are the subject thereof (the "Subject Shares") in accordance with the terms provisions of this Section 5.2. (e) If TCI and conditions contained herein and the Executive Group are unable to agree on a purchase price for the Subject Shares within 45 days after the earlier of (Bx) the conclusion of the 90 day period after the exercise of a timePut or Call, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from as the date such notice is given case may be (the "Put Closing DateDetermination Period"). The Call Closing Date ) or (y) the Put Closing Date, as applicable, is date of the Unwind occurs (the earlier to occur of the events described in clause (x) and clause (y) above being herein referred to as the "Closing Determination Date"). , then they will cause the Company Value (das defined below) Upon the exercise of either the Put Option or the Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Determination Date or Call Closing Date, as to be determined by a qualified appraiser acceptable to TCI and the case may be: (i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of SellerExecutive Group. (f) On If the Call Closing Date or parties are unable to agree upon a single appraiser within 60 days after the Put Closing Determination Date, each will have an additional 10 days to select one appraiser nationally recognized in valuing enterprises such as the case may beCompany. If either fails to appoint an appraiser, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate then the purchase determination of Company Value by the Remaining Shares contemplated by this Section 2. ---------one appraiser appointed will be binding. (g) On Each appraiser will determine the Call Closing purchase price which the Company would receive if the assets and business of the Company and its subsidiaries on a consolidated basis were sold to a third party in a transaction structured as a sale of all the assets and business of the Company and its subsidiaries on a consolidated basis as a going concern, without any reduction for, or assumption of, and free and clear of, any liens or liabilities of the Company and its subsidiaries on a consolidated basis, that is consummated as of the Determination Date (the "Company Value"). The Company, TCI and the Executive Group will use their reasonable best efforts to cause each appraiser to submit to TCI and the Executive Group a written report indicating its determination of such value within 30 days after the date such appraiser is selected. (h) If the higher of the two appraisals is 120% or less of the Put Closing Date as lower appraisal, the case may be, Sellers shall deliver to Purchaser: average of the two will be the Company Value. (i) Stock Certificates representing If the Remaining higher of the two appraisals is more than 120% of the lower appraisal, the Company will immediately notify the two appraisers and cause them to appoint a third similarly qualified appraiser within 10 days of such notice. The Company, TCI and the Executive Group will use their reasonable best efforts to cause such third appraiser (who will not be apprised of the determination of the other appraisers) to submit a written report to each of them indicating such appraiser's determination of the Company Value within 30 days of the date such third appraiser is selected. If three appraisals are necessary, then the average of the two appraisals in which the determinations of Company Value are closest together will be the Company Value or, if the highest and lowest are equidistant from the middle determination, then the middle determination will be the Company Value. (j) With respect to the determination of Company Value required in connection with each Determination Event, TCI and the Executive Group each will pay the fees and costs of the appraiser it appoints and, if a single or third appraiser is used, TCI and the Executive Group will split the fees and costs of such appraiser. (k) Immediately after the determination of the Company Value, the Company will make a calculation reflecting the cash distribution that would be made to the Executive Group with respect to the Subject Shares if, as of the Determination Date, the Company were deemed to have received such Company Value in connection with an all-cash sale of its assets and business and the Company were then dissolved and liquidated in accordance with its certificate of incorporation and applicable law. Such calculation shall not take into account any tax benefit or tax cost associated with such sale or liquidation. The amount of such theoretical distribution will be the purchase price for the Subject Shares. The Company will promptly give notice (the "Calculation Notice") to the Executive Group and TCI of the amount of such distribution, including a schedule setting forth in reasonable detail the calculation thereof. For purposes of making such calculation, the amount of liabilities, including contingent liabilities, deemed to be paid or reserved against by the Company will be determined as of the Determination Date on a consolidated basis and otherwise in accordance with generally accepted accounting principles applied on a basis consistent with those (l) The closing of any purchase pursuant to this Section will be held at the principal office of the Company at 10:00 a.m., Washington D.C. time, on the date that is 10 days after determination of the purchase price pursuant to this Section 5.2, or if later, five Business Days after all required consents from governmental authorities or other third parties have been obtained with respect to such transaction. At the closing, TCI will cause the purchase price to be delivered to the respective member of the Executive Group (less the amount of any exercise or purchase price remaining to be paid by such member of the Executive Group with respect to such Subject Shares, each accompanied by stock powers duly executed in blank or duly executed instruments any taxes withheld and such members' Shares of transfer by the requisite Sellersany expenses to be paid pursuant to this Section 5.2), and any other documents necessary to such person will transfer to Purchaser good title to the Remaining Subject Shares, free and clear of all liens, security interestsclaims and encumbrances and will deliver such stock certificates, assignmentsassignments and other agreements and instruments and will take all such other reasonable actions to effect such transfer as TCI may request. The purchase price for the Subject Shares may be paid, options and adverse claims at TCI's option, in cash or by delivery of any kind or character, and (ii) such number of shares of Marketable Securities of TCI as equals the certificate contemplated in Section 2(d), dated quotient obtained by dividing the Put Closing Date or Call Closing Date, as purchase price of the case ------------ may be, and executed Subject Shares by each Seller.the average Fair Market Value of one share of such Marketable Securities over the 10- Trading Day period ending on the third

Put and Call Options. OPTION PURCHASE ------------------------------------The issuance of any shares of Stock under this Section 2.2 is conditioned upon the exemption from registration of such shares of Stock under the Securities Act and from registration or qualification under applicable state securities laws, as is reasonably determined by counsel to the Company. (a) At The Company may at any time after and from time to time prior to December 31, 2003 elect in writing, at the third anniversary of the date of Closing of this Agreement (the "Initial Closing Date"), Purchaser (or PurchaserCompany's nominee) shall have the right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy option (the "Put Option") all), but not less than all, of to sell to the Purchaser and the Purchaser shall purchase up to and including an aggregate of 11 66,667 shares of X Corporation Common the Stock (as adjusted "Additional Shares") for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and a purchase price of $75 per share for an aggregate total cash purchase price of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"). (b) In the event that Purchaser wishes to exercise the Call Option, Purchaser shall send written notice to the Sellers specifying: (A) that it wishes to purchase the Remaining Shares from the Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing"). (c) In the event that Sellers wish to $5,000,000. To exercise the Put Option, the Sellers Company shall send provide the Purchaser with written notice specifying the number of Additional Shares to be sold to the Purchaser specifying: (A) that Sellers wish "Capital Call Notice"). Within 30 days following the Purchaser's receipt of a Capital Call Notice, the Company shall sell and the Purchaser shall purchase the Additional Shares. The Company may continue to cause provide Capital Call Notices and sell Additional Shares to the Purchaser until all Additional Shares have been sold to the Purchaser, subject to an expiration date of December 31, 2003. If the Purchaser fails to purchase the Remaining Additional Shares from Sellers in accordance with offered to the terms and conditions contained herein and (B) Purchaser pursuant to a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Capital Call Closing Date or the Put Closing Date, as applicable, is herein referred Notice pursuant to as the "Closing Date"). (d) Upon the exercise of either the Put Option or the Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be: (i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"this Section 2.2(a), which the Purchaser shall forfeit any and all rights it would otherwise have under Section 2.2(c) and the Company shall have all remedies available under law, including but not limited to specific performance. Notwithstanding the foregoing in this Section 2.2(a), the Purchaser shall not be paid by making a wire transfer of immediately available Federal funds obligated to purchase Additional Shares offered to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making Purchaser pursuant to a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Capital Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to PurchaserNotice unless: (i) Stock Certificates representing at the Remaining Sharestime of the Capital Call Notice, each accompanied by stock powers duly executed in blank or duly executed instruments Fortune Insurance Company ("FIC") has a net written premium to statutory capital ratio of transfer by the requisite Sellers, and any other documents necessary at least 3.5 to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, 1; and (ii) the certificate contemplated date of the Capital Call Notice is after January 1, 2002 and, for the calendar year ending December 31, 2001, the Company must have achieved audited GAAP net income for calendar year 2001 of at least $1,000,000. If the date of the Capital Call Notice is after June 30, 2002, for the 6 months ending June 30, 2002, the Company must also have achieved unaudited GAAP net income at least $3,000,000 for such period as a condition to the Purchaser's obligation to purchase Additional Shares offered to the Purchaser pursuant to a Capital Call Notice. Notwithstanding anything to the contrary in this Section 2(d2.2(a), dated the Put Closing Date or Purchaser shall only be obligated to purchase the minimum number of Additional Shares necessary to assist the Company in achieving and maintaining a net written premium to statutory capital ratio of up to 3.5 to 1. (b) The Purchaser may at any time prior to December 31, 2003 elect, at the Purchaser's option (the "First Call Closing Option"), to purchase that portion of the Additional Shares not already purchased by the Purchaser pursuant to Section 2.2(a) (the "Remaining Additional Shares") for a purchase price of $75 per share. To exercise the First Call Option, the Purchaser shall provide the Company with written notice stating that it desires to purchase the Remaining Additional Shares ("First Call Option Notice"). Within 30 days following the Company's receipt of the First Call Option Notice, the Company shall sell and the Purchaser shall purchase the Remaining Additional Shares. (c) Provided that the Purchaser has purchased not less than 200,000 shares of Stock pursuant to Section 2.1, Section 2.2(a) and 2.2(b), the Purchaser shall have the option (the "Second Call Option"), commencing on the date of the purchase of the last share of such 200,000 shares of Stock (the "Purchase Date") and expiring on December 31, 2003, to purchase at a purchase price of $75 per share the minimum number of additional shares of Stock (the "Minimum Shares") which, if converted into Common Stock at the "conversion price" (as defined in Exhibit A) as of the case ------------ may bedate of the Company's receipt of the Second Call Option Notice (as defined below), would provide the Purchaser with at least a majority of the issued and executed by each Selleroutstanding Common Stock of the Company as of the date of the Company's receipt of the Second Call Option Notice. To exercise the Second Call Option, the Purchaser shall provide the Company with written notice stating that it desires to purchase the Minimum Shares ("Second Call Option Notice"). Within 30 days following the Company's receipt of the Second Call Option Notice, the Company shall sell and the Purchaser shall purchase the Minimum Shares.

Put and Call Options. OPTION PURCHASE ------------------------------------ Pursuant to the terms of that certain -------------------- Confirmation dated December 8, 1997, and all agreements, provisions and definitions incorporated by reference therein (a) At any time after the third anniversary "Trust Call Option"), between The Chase Manhattan Bank as Trustee of Frontier Pass-Through Asset Trust 1997-1, a trust formed under the laws of the date State of Closing New York (the "Trustee"), and Union Bank of this Switzerland, London Branch (the "Callholder"), upon delivery of irrevocable notice by the Callholder to the Trustee on or before December 1, 1999 (or if that day is not a Business Day, the preceding Business Day), the Callholder has the right to purchase the Notes from the Trustee on December 15, 1999 (the "Settlement Date") (or, if that day is not a Business Day, on the first following day that is a Business Day), for a purchase price equal to 100% of the aggregate face amount thereof (the "Call Price"). Pursuant to that certain Trust Agreement (the "Initial Closing Date"), Purchaser (or Purchaser's nominee) shall have the right to buy (the "Call OptionTrust Agreement") dated as of December 3, 1997, between the Issuer and the Sellers shall have Trustee, the right Trustee has the obligation to cause Purchaser (or Purchaser's nominee) require the Issuer to buy repurchase all of the Notes (the "Put Option") allat a purchase price equal to 100% of the aggregate face amount thereof on the Settlement Date, but if (i) the Trustee has not less than allreceived irrevocable notice from the Callholder on or before December 1, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits1999, reverse stock splitsthat the Callholder intends to exercise the Trust Call Option, or combinations subsequent (ii) the Callholder fails to make payment of the Call Price on the Business Day prior to the Initial Closing Settlement Date) . Notwithstanding the foregoing, the Trust Agreement may be amended under certain circumstances to provide that the Trustee will not exercise the Put Option and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted to provide for any stock splits, reverse stock splits, or combinations subsequent such other changes to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"). (b) Trust Agreement as may be consequential thereto. In the event that Purchaser wishes to exercise the Trust Call Option is exercised, then under the terms of the Confirmation between the Issuer and the Callholder dated December 8, 1997 (the "Company Call Option"), Purchaser shall send written the Issuer has the right and option, upon delivery by it of irrevocable notice to the Sellers specifying: Callholder during the period from December 1, 1999 to and including December 5, 1999 (A) or the first following day that it wishes is a Business Day), to purchase the Remaining Shares from the Sellers Callholder all of the Callholder's right, title, and interest and obligations in, to and under the Trust Call Option in accordance with consideration for a payment to the Callholder on the Settlement Date (or, if that day is not a Business Day, the first following day that is a Business Day) in an amount calculated pursuant to the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from of the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing"). (c) In the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date or the Put Closing Date, as applicable, is herein referred to as the "Closing Date"). (d) Upon the exercise of either the Put Option or the Company Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be: (i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, and (ii) the certificate contemplated in Section 2(d), dated the Put Closing Date or Call Closing Date, as the case ------------ may be, and executed by each Seller.

Put and Call Options. OPTION PURCHASE ------------------------------------ (a) At any time after (i) following the third second (2nd) anniversary of the date Closing Date or (ii) upon the occurrence of Closing a Termination Event pursuant to Section 6.2(a), Nortel Networks shall have an option (a "Nortel Networks Put Option") to require the Company to purchase from Nortel Networks all of this Agreement Nortel Networks' Membership Interests in the Company (the "Initial Closing DateOption Interests"), Purchaser and, upon exercise of such Nortel Networks Put Option, the Company shall purchase the Option Interests at a price equal to the Exit Payment pursuant to the terms set forth in Sections 6.3(b) through (d). At any time (i) following the second (2nd) anniversary of the Closing Date or Purchaser's nominee(ii) upon the occurrence of a Termination Event pursuant to Section 6.2(a), the Company shall have the right to buy an option (the a "Company Call Option") and to purchase the Sellers Option Interests from Nortel Networks, and, upon exercise of such Company Call Option, Nortel Networks shall have sell the right to cause Purchaser (or Purchaser's nominee) to buy (the "Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent Option Interests to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent Company at a price equal to the Closing), such shares representing eleven percent Exit Payment pursuant to the terms set forth in Sections 6.3(b) through (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"d). (b) In Either Nortel Networks or the event that Purchaser wishes to Company may exercise the a Nortel Networks Put Option or a Company Call Option, Purchaser shall send written notice to as the Sellers specifying: case may be (A) that it wishes to purchase the Remaining Shares from the Sellers in accordance with the terms and conditions contained herein and (B) a timeeach, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the an "Call Closing DateOption"), for by delivering a written notice of exercise to the closing other (such date of such sale (delivery, the "Put/Call ClosingDate"). (c) In If the event that Sellers wish Put/Call Date is prior to exercise the Put Optionthird (3rd) anniversary of the Closing Date, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase exercise price of the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given Option (the "Put Exit Payment") shall be equal to the product of (i) Fair Value and (ii) the quotient obtained by dividing the number of Option Interests by the total number of Membership Interests of the Company outstanding as of the Put/Call Date; provided, however, that the Exit Payment calculated pursuant to this Section 6.3(c) shall not be greater than $70,000,000 or less than the Option Floor. Not more than ten (10) days after the Put/Call Date that is prior to the third (3rd) anniversary of the Closing Date, the Company shall deliver to Nortel Networks a written statement that sets forth in reasonable detail its reasonable and good faith calculation of the Exit Payment (the "Statement"). The Call Closing Date or If Nortel Networks wishes to dispute the Put Closing DateStatement in any manner, as applicable, is herein referred Nortel Networks may exercise its audit rights pursuant to as the "Closing Date")Section 6.5 below. (d) Upon If the exercise of either Put/Call Date is on or after the Put Option or the Call Option, each Seller shall certify in writing to Purchaser third (and to Purchaser's nominee3rd) that the following is true and correct as anniversary of the Put Closing Date or Call Closing Date, as the Exit Payment shall be an amount that is agreed upon by the Members. The Members shall promptly negotiate in good faith and with reasonable diligence regarding such amount. If, in such case may be: where the Put/Call Date is on or after the third (i3rd) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each anniversary of the CorporationsClosing Date, as set forth the Shareholders have not reached an agreement on Exhibit C heretothe amount of the Exit Payment within thirty (30) days of the Put/Call Date, --------- free then the resolution of such amount shall be submitted to an independent investment banking firm of national repute promptly selected by the agreement of the Members. Such investment banking firm shall find resolution within thirty (30) days of the date of engagement of such investment banking firm. The fees and clear expenses of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer such investment banking firm shall be divided equally among the Remaining Shares to PurchaserMembers. (e) The purchase price for Notwithstanding the Remaining Shares (the "Option Price"foregoing, if Nortel Networks has received proceeds equal to or in excess of $70,000,000 pursuant to Section 4.2(d) is Six Hundred Ninety-Three above, then Sections 6.3 and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation 6.4 shall no longer be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Sellerapplicable. (f) On the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, and (ii) the certificate contemplated in Section 2(d), dated the Put Closing Date or Call Closing Date, as the case ------------ may be, and executed by each Seller.

Put and Call Options. OPTION PURCHASE ------------------------------------1.1 The parties hereby agree as follows: (a) At any time after the third anniversary of Purchaser irrevocably commits to acquire the date of Closing of this Agreement Shares from the Seller (the "Initial Closing Date"), Purchaser (or Purchaser's nominee) shall have the right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the "“Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing”), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares").; and (b) In the event that Seller irrevocably commits to sell the Shares to the Purchaser wishes to exercise (the “Call Option”), Purchaser shall send written notice to the Sellers specifying: (A) that it wishes to purchase the Remaining Shares from the Sellers in each case in accordance with and subject at all times to the terms and conditions contained herein and (B) of the Share Purchase Agreement, a time, place and date, copy of which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given attached hereto as Schedule 1 (the "Call Closing Date"“SPA”), and this letter. 1.2 In each case, the aggregate consideration to be paid by the Purchaser to the Seller for the closing of such sale (the "Call Closing"). (c) In Shares in the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date or the Put Closing Date, as applicable, is herein referred to as the "Closing Date"). (d) Upon the exercise of either the Put Option or the Call Option (as applicable) is exercised shall be as detailed in the SPA. 1.3 By signing this deed, the Seller accepts the Put Option and the Purchaser accepts the Call Option, in each case solely as an option without any undertaking to exercise it. 1.4 Both the Put Option and the Call Option shall remain valid from 0.01 GMT on 7 January 2021 until 23.59 GMT on 08 January 2021 (the “Option Period”). For the avoidance of doubt, neither the Put Option nor the Call Option shall become valid or capable of being exercised prior to the commencement of the Option Period. 1.5 The Put Option may be exercised at any time until the end of the Option Period by written notice in the form attached hereto as Schedule 2 sent by the Seller to the Purchaser in accordance with the provisions of Clause 12 (Notices) of the SPA (the “Put Option Exercise Notice”). 1.6 The Call Option may be exercised at any time until the end of the Option Period by written notice in the form attached hereto as Schedule 3 sent by the Purchaser to the Seller in accordance with the provisions of Clause 12 (Notices) of the SPA (the “Call Option Exercise Notice”). 1.7 If neither a Put Option Exercise Notice nor a Call Option Exercise Notice has been sent by the end of the Option Period, both the Put Option and the Call Option shall certify automatically lapse without any action on the part of either party, and each party shall be released from its obligations under this deed with no costs, indemnity or penalties of any kind payable to or by any party save in writing the case of a prior breach of this deed, save for the provisions of paragraphs 8 (Confidentiality), 9 (Reference to the provisions of the SPA) and 10 (Governing Law – Disputes) below. 1.8 If either a Put Option Exercise Notice or Call Option Exercise Notice has been sent by the end of the Option Period and: (a) in the case of a Put Option Exercise Notice having been sent, the SPA has been duly signed and entered into by the Seller, the Purchaser hereby irrevocably and unconditionally undertakes to sign and enter into the SPA within one (and to Purchaser's nominee1) that the following is true and correct Business Day as from receipt of the Put Closing Date Option Exercise Notice; or (b) in the case of a Call Option Exercise Notice having been sent, the SPA has been duly signed and entered into by us, the Seller hereby irrevocably and unconditionally undertakes to sign and enter into the SPA within one (1) Business Day as from receipt of the Call Option Exercise Notice. 1.9 If either a Put Option Exercise Notice or a Call Option Exercise Notice has been sent on or prior to the end of the Option Period and the SPA has been duly signed and entered into by the Seller (in the case of a Put Option Exercise Notice) or the Purchaser (in the case of a Call Option Exercise Notice) but the Purchaser (in the case of a Put Option Exercise Notice) or the Seller (in the case of a Call Option Exercise Notice) does not sign and enter into the SPA within one (1) Business Day from receipt of the Put Option Exercise Notice or Call Closing DateOption Exercise Notice (as applicable) pursuant to the terms of this deed, the parties to this deed agree that the SPA shall automatically come into effect as if it had been executed on the case may be: date falling one (i1) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each Business Day from receipt of the Corporations, Put Option Exercise Notice or Call Option Exercise Notice (as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00applicable) (the "X Corporation Option Price"), which “Effective Date”) and any references to “the date of this Agreement” or any similar expression within the SPA shall be paid by making a wire transfer of immediately available Federal funds deemed to be references to the account of Seller. The Option Price for Effective Date and the Remaining Shares of Y Corporation SPA shall be Three Hundred Ninety-Six binding and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Sellerenforceable from such date. (f) On 1.10 The Purchaser hereby acknowledges that by countersigning this deed, the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers Seller will not be bound by any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims obligation of any kind or characternature whatsoever in connection with the Transaction other than its obligations under this deed. 1.11 The Seller hereby acknowledges that by signing this deed, and (ii) the certificate contemplated Purchaser will not be bound by any obligation of any nature whatsoever in Section 2(d), dated connection with the Put Closing Date or Call Closing Date, as the case ------------ may be, and executed by each SellerTransaction other than its obligations under this deed.

Put and Call Options. OPTION PURCHASE ------------------------------------ Pursuant to the terms of that certain Confirmation dated August 21, 1997, and the agreements, provisions and definitions incorporated by reference therein (a) At any time after the third anniversary "Trust Call Option"), between Duke Pass-Through Asset Trust 1997-1, a trust formed under the laws of the date State of Closing New York (the "Trust"), and Union Bank of this Switzerland, London Branch (the "Callholder"), upon delivery of irrevocable notice by the Callholder to the Trust on or before July 30, 2004 (or if that day is not a Business Day, the preceding Business Day), the Callholder has the right to purchase the Notes from the Trust on August 15, 2004 (the "Settlement Date") (or, if that day is not a Business Day, on the first following day that is a Business Day), for a purchase price equal to 100% of the aggregate face amount thereof (the "Call Price"). Pursuant to that certain Trust Agreement (the "Initial Closing Date"), Purchaser (or Purchaser's nominee) shall have the right to buy (the "Call OptionTrust Agreement") dated as of August 18, 1997, between Issuer and the Sellers shall have Trust, the right Trust has the obligation to cause Purchaser (or Purchaser's nominee) require the Issuer to buy repurchase all of the Notes (the "Put Option") allat a purchase price equal to 100% of the aggregate face amount thereof on the Settlement Date, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock if (i) the Trustee (as adjusted for any stock splitsdefined in the Trust Agreement, reverse stock splitsinitially The First National Bank of Chicago) has not received irrevocable notice from the Callholder on or before July 30, 2004, that the Callholder intends to exercise the Trust Call Option, or combinations subsequent (ii) the Callholder fails to make payment of the Call Price on the Business Day prior to the Initial Closing Settlement Date) . Notwithstanding the foregoing, the Trust Agreement may be amended under certain circumstances to provide that the Trustee will not exercise the Put Option and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted to provide for any stock splits, reverse stock splits, or combinations subsequent such other changes to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares"). (b) Trust Agreement as may be consequential thereto. In the event that Purchaser wishes to exercise the Trust Call Option is exercised, then under the terms of the Confirmation between the Issuer and the Callholder dated August 21, 1997 (the "Operating Partnership Call Option"), Purchaser shall send written the Issuer has the right and option, upon delivery by it of irrevocable notice to the Sellers specifying: Callholder during the period from July 30, 2004, to and including August 5, 2004 (A) or the first following day that it wishes is a Business Day), to purchase the Remaining Shares from the Sellers Callholder all of the Callholder's right, title and interest and obligations in, to and under the Trust Call Option in accordance with consideration for a payment to the Callholder on the Settlement Date (or, if that day is not a Business Day, the first following day that is a Business Day) in an amount calculated pursuant to the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from of the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing"). (c) In the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date or the Put Closing Date, as applicable, is herein referred to as the "Closing Date"). (d) Upon the exercise of either the Put Option or the Operating Partnership Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be: (i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- free and clear of all liens, claims, security interests, assignments, options, voting trusts, proxies, voting agreements, understandings, or arrangements with respect to voting and adverse claims to title of any kind or character. (ii) Each Seller has full authority to transfer the Remaining Shares to Purchaser. (e) The purchase price for the Remaining Shares (the "Option Price") is Six Hundred Ninety-Three and No/100 Dollars ($693.00). The Option Price for the Remaining Shares of X Corporation shall be Two Hundred Ninety-Seven and No/100 Dollars ($297.00) (the "X Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. The Option Price for the Remaining Shares of Y Corporation shall be Three Hundred Ninety-Six and No/100 Dollars ($396.00) (the "Y Corporation Option Price"), which shall be paid by making a wire transfer of immediately available Federal funds to the account of Seller. (f) On the Call Closing Date or the Put Closing Date, as the case may be, Purchaser shall deliver to Sellers any documents, instruments, or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Section 2. --------- (g) On the Call Closing Date or the Put Closing Date as the case may be, Sellers shall deliver to Purchaser: (i) Stock Certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character, and (ii) the certificate contemplated in Section 2(d), dated the Put Closing Date or Call Closing Date, as the case ------------ may be, and executed by each Seller.