Common use of Put and Call Clause in Contracts

Put and Call. (a) In the event of the occurrence of a Change of Control (as hereinafter defined) (such event being hereinafter referred to as a "Change in Control Event"), you may, by written notice to us given not more than 60 days following the Change in Control Event (the "Put Notice"), require us to purchase 1,000,000 shares of common stock of the Company then owned by you (subject to adjustment pursuant to section 10(f) of this letter). (The shares of common stock of the Company or other securities or property subject to the Put Notice are referred to as the "Put Shares".) Any such purchase and sale shall be effected on the date which is the 90th day following the Change in Control Event or, if not a business day, the next following business day (the "Put Closing Date"). The per Put Share price shall be equal to the Fair Market Value (as hereinafter defined) of a Put Share as of the date of the Change in Control Event, subject to the provisions of section 11 of this letter (such applicable per Put Share price is hereinafter referred to as the "Put Purchase Price"). Your rights pursuant to this section 10(a) are referred to hereinafter as the "Put".