Common use of Put/Call Option Clause in Contracts

Put/Call Option. (a) At any time and from time to time during the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company will: (i) promptly, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Put/Call Option. Following the date that is the second (a2nd) At anniversary of the Closing, if either the WHP Holder or the Express Holder would like to sell all or any time and from time to time during portion of its respective Equity Securities of the Put Period upon delivery Company to the Company by other party or purchase the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise other party’s Equity Securities of the Warrants Company (in each case, such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, Holder the “Put Securities/ Call Party”), the Company will: (i) promptly, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by then the Put Notice; (ii) not less than 30 days after its receipt of / Call Party shall provide the initial Put Notice, notify the Selling Holders of the date other party (the “Put Closing Date,” / Call Counterparty”) with a written notice to that effect setting forth its proposal for such sale or purchase (the “Put / Call Proposal”), which proposal shall not be less than 45 nor more than 180 days after include the date number of the initial Put Notice) on which the Company will purchase the Put Equity Securities of the Selling Holders; and (iii) on Company to be sold or purchased by the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. / Call Party (b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “/ Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal in good faith with the Put / Call Party for a period of at least thirty (30) days following the Put / Call Counterparty’s receipt of the Put / Call Proposal, and if the parties have not come to a binding agreement on the material terms set forth herein. The and conditions for the consummation of such Put / Call Option may be exercised by the Company only during Proposal following such 30-day period, then the Put Period. At any time / Call Party and from time to time during the Put Period, / Call Counterparty shall engage a mediator to be agreed among the Company may deliver to such Warrant Holder a written notice (a “Put / Call Notice”) that it has elected to exercise Party and the Put / Call Option, which Call Notice shall notify the Warrant Holder of the date Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Closing Date” which Party and the Put / Call Counterparty shall not be less than forty-five (45) nor more than ninety (90) continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the date engagement of the initial Call Notice) on which Mediator. All fees and expenses incurred in connection with the Company will purchase all engagement of the Call Securities of the Warrant Holder. Subject Mediator pursuant to the terms hereof, on the Call Closing Date the Company this Section 9.8 shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable be borne 50% by the Company to each Selling Holder upon any exercise of the Put / Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder Party and (2) 50% by the Put Purchase Price less / Call Counterparty (B) an amount equal and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”final mediator). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Put/Call Option. (a) At any time and from time to time during on or following the Put Period upon delivery to earlier of (i) the Company fourth anniversary of the date here of, (ii) the termination by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise Heath XS, LLC of the Warrants employment of Xxxxxxx X. Xxxxx with Xxxxx XS, LLC or (such percentage determined by aggregating ii) a Hallmark Change of Control, and until the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise tenth anniversary of the Warrants then outstanding) Closing (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put SecuritiesOption Expiration Date”), (a) the Company will: Class A Member shall have the right (ithe “Call Right”) promptlyto purchase from the Class B Member all, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of all, equity interests in the initial Put Notice, notify Company held by the Selling Holders of Class B Member (the date “Remaining Heath Group Securities”) and (b) the Class B Member shall have the right (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral AmountRight”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company Class A Member all, but not less than all, of the equity interests of such Warrant Holder Remaining Heath Group Securities, in each case ((a) and (b)) for a price equal to the Adjusted Option Price (the foregoing, the “Alternative Put Hardscrabble Put-Call Option”). If the Warrant Holder Class A Member elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call OptionRight, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder Class B Member shall sell to the CompanyClass A Member all of the Remaining Heath Group Securities at the Adjusted Option Price. If the Class B Member elects to exercise the Put Right, the Class A Member shall purchase from the Class B Member all of the Remaining Heath Group Securities at the Adjusted Option Price. Notwithstanding the foregoing, the Put Right shall not apply if the employment of Xxxxxxx X. Xxxxx with Xxxxx XS, LLC is terminated by the Company with cause. Further notwithstanding the foregoing, the Call Right shall not apply if the employment of Xxxxxxx X. Xxxxx with Heath XS, LLC is terminated by the Company without cause. A Party shall make its respective election hereunder to purchase or sell, as the case may be, Remaining Heath Group Securities for hereunder by written notice (the “Option Notice”) to other Party referencing this Section 7.05. The closing of the purchase and sale of Remaining Heath Group Securities hereunder (an “Option Closing”) shall take place at the Class A Member’s offices not later than 30 calendar days following delivery to the Class B Member of the Option Notice, or at such other place and such other time as the Parties may mutually agree; provided that, the Option Closing shall be delayed to a later date in the Class A Member’s discretion if the Class A Member’s counsel reasonably determines that any third party or regulatory consents are required or advisable in connection with the Option Closing. At an Option Closing, the applicable Put AmountParties shall execute and deliver such instruments as shall be appropriate to transfer Remaining Heath Group Securities to the Class A Member (it being understood that the Class B Member shall make customary representations and warranties with respect to such transfer documents and shall make customary ownership and title representations with respect to the Remaining Heath Group Securities), and the Class A Member shall deliver to the Class B Member by wire transfer of immediately available funds to the bank account set forth on a notice given to the Class A Member by the Class B Member at least three (3) business days prior to the Option Closing. The parties agree to cooperate to obtain, and shall bear expenses pro rata for their relative ownership (on a pre Option Closing basis) of the Companies with respect to obtaining, any consents deemed required or advisable to obtain in connection with an Option Closing. Prior to or upon the occurrence of the Option Closing, the Managers shall cause the Company to distribute any and all accrued but unpaid Net Distributable Proceeds due to the Class B Member. The Hardscrabble Put-Call Option pursuant to this Agreement shall be exercised only in conjunction with the Heath Put-Call Option pursuant to the Heath XS, LLC Operating Agreement dated of even date herewith. (ib) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise For purposes of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.Section 7.05(a):

Put/Call Option. As of the earliest of January 1, 2013, the date on which Employee’s employment is terminated by the Company (a) At any time and from time to time during the Put Period upon delivery unless prior to the third anniversary of commencement of Employee’s employment such that the Option is entirely unvested), and an Option Terminating Change of Control, and in each case solely in the event that at such time the Company by the holder or holders remains a majority owned subsidiary of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable Parent and the amount of Warrant Shares issued upon exercise of the Warrants Company’s Common Stock is not publicly traded on an exchange, then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company will: (i) promptlythe Company and its Parent shall promptly thereafter hire, but in any event within 10 daysat the Company’s expense, give written notice an independent third-party appraiser to determine the current fair market value of the Company’s Common Stock as of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicabledate, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company Employee will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by the Company have a put option to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of Option and any shares for which such Warrant Holder Option has previously been exercised (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to and (iii) the Company shall have a call option to purchase from Employee the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at Option and any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and shares for which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option Option has previously been exercised (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The purchase price for either the Put Option or the Call Option with respect to each previously exercised share under the Option will be equal to the fair market value of a share of the Company’s Common Stock as determined by the independent third-party appraiser in accordance with clause (i) above and, with respect to the unexercised portion of the Option, will be equal to (a) the number of vested and unexercised shares then subject to such Option, multiplied by (b) the fair market value of a share of the Company’s Common Stock as determined by the independent third-party appraiser in accordance with clause (i) above less the then effective per share exercise price of the Option. Either the Put Option or the Call Option may be exercised by providing written notice to the Company only during or the Put Period. At Employee, as the case may be, at any time and from time to time during the three month period following the determination of fair market value in accordance with clause (i) above (which determination shall be promptly communicated to the Employee upon completion). Following any such exercise of the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Option or Call Option, which Call Notice shall notify the Warrant Holder Employee agrees to take all actions reasonably necessary to effect the transfer of the date (Option and any previously exercised shares to the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date Company against delivery of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to the Employee, each Selling Holder upon any exercise within ten (10) business days of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants written notice of such Selling Holder being purchased and (2) exercise. The provisions of this Section 3.6 shall terminate in their entirety at such time as either the Exercise Price that would have been payable had such Warrant been exercised Company’s Common Stock is publicly traded on an exchange or the date Parent is no longer a majority owner of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”)Company’s outstanding capital stock. (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Put/Call Option. (ai) At any time and from time to time during If the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise Parent enters into a definitive agreement with a Person that is not an Affiliate of the Warrants Parent to consummate a Change of Control (such percentage determined by aggregating party, the amount of Warrant Shares for which all outstanding Warrants are then exercisable Acquiror, and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (such agreement, a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put SecuritiesCoC Agreement”), the Company will: (i) promptly, but in any event within 10 days, give written notice of Seller or such Put Notice Acquiror shall have the option to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date prepay (the “Tranche 1 Call Option”), or the Buyer may require the Seller to prepay or cause a prepayment (the “Tranche 1 Put Closing Date,” which shall not be less than 45 nor more than 180 days after Option”) of, a prespecified amount (the “Tranche 1 Put/Call Payment”) on the date of consummation of such Change of Control (the initial Put Notice“Tranche 1 Put/Call Date”) to the Buyer and terminate the Tranche 1 Royalty Payments and all obligations thereto, with such pre-specified payment amount to be based on which the Company will purchase Tranche 1 Put/Call Date, as follows: (a) [***] if the Put Securities Tranche 1 Put/Call Date is after the Tranche 1 Closing Date but prior to or on the first anniversary of the Selling Holders; and (iii) on the Put Tranche 1 Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. Date, (b) The aggregate purchase price payable by [***] if the Company to each Selling Holder upon any exercise Tranche 1 Put/Call Date is after the first anniversary of the Put Option shall be (A) Tranche 1 Closing Date but prior to or on the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) second anniversary of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Tranche 1 Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (Bc) an amount equal to [***]; minus the product aggregate amount of all Tranche 1 Royalty Payments received by the Buyer from the Seller as of the Tranche 1 Put/Call Date if the Tranche 1 Put/Call Date is after the second anniversary of the Tranche 1 Closing Date. (1ii) If the number of Warrants of such Selling Holder being purchased and Parent enters into a COC Agreement, the Seller or the Acquiror shall have the option to prepay (2the “Tranche 2 Call Option”), or the Buyer may require the Seller to prepay or cause a prepayment (the “Tranche 2 Put Option”) of, a prespecified amount (the Exercise Price that would have been payable had such Warrant been exercised “Tranche 2 Put/Call Payment”) on the date of the Call Notice consummation of such Change of Control (such net amount being the “Tranche 2 Put/Call Amount” payable Date”) to the Buyer and terminate the Tranche 2 Royalty Payments and all obligations thereto, with such Selling Holder pre-specified payment amount to be based on the Tranche 2 Put/Call Date, as follows: (a) [***] if the Tranche 2 Put/Call Date is after the Tranche 1 Closing Date but prior to or on the Tranche 2 Closing Date, (b) [***] if the Tranche 2 Put/Call Date is after the Tranche 2 Closing Date but prior to or on the first anniversary of the Tranche 2 Closing Date, (c) [***] if the Tranche 2 Put/Call Date is after the first anniversary of the Tranche 2 Closing Date but prior to or on the second anniversary of the Tranche 2 Closing Date, and (d) an amount equal to [***]; minus the aggregate amount of all Tranche 2 Royalty Payments received by the Buyer from the Seller as of the Tranche 2 Put/Call Amounts payable to all Selling Holders under such Date if the Tranche 2 Put/Call Notice being Date is after the “Aggregate Call Amount”)second anniversary of the Tranche 2 Closing Date. (jiii) On If the Call Parent enters into a COC Agreement and the date of consummation of such Change of Control is prior to the Tranche 1 Closing Date, the Company Seller or the Acquiror shall have the option to prepay (the “Pre-Funding Call Option”), or the Buyer may require the Seller to prepay or cause a prepayment of (the “Pre-Funding Put Option”), [***] (the “Pre-Funding Put/Call Payment”) on the date of consummation of such Change of Control to the Buyer. Upon payment of the Pre-Funding Put/Call Payment, the Tranche 1 Royalty Payments and the Tranche 2 Royalty Payments and all obligations thereto shall terminate. (iv) Upon the Parent entering into a CoC Agreement, the Seller shall, no later than [***] Business Days thereafter, deliver notice of the Parent entering into such CoC Agreement to the Buyer, including whether the Seller is exercising a Call Option. If the Seller elects to exercise a Call Option, or if the Buyer exercises a Put Option by delivering notice to the Seller within [***] Business Days after receiving such notice from the Seller, the Seller shall, no later than [***] Business Days following the consummation of such Change of Control, pay the applicable Put/Call Amount Payment to each Selling Holder, in cash by (at the option Buyer. The Seller’s obligation to pay such Put/Call Payment following the Seller’s exercise of such Selling Holder) (A) wire transfer to an account in a bank located in Call Option or the United States designated by Buyer’s exercise of such Selling Holder for Put Option shall be contingent upon the consummation of such purpose Change of Control; if such Change of Control is not consummated, the exercise of such Call Option or (B) a certified or official bank check drawn on a member such Put Option shall be void. Upon the Buyer’s receipt of the New York Clearing House payable applicable Put/Call Payment, the Seller’s obligations to make the Tranche 1 Royalty Payments or the Tranche 2 Royalty Payments, as applicable, shall terminate and all rights and/or obligations of the Buyer in respect of the Tranche 1 Revenue Participation Right and/or the Tranche 2 Revenue Participation Right, as applicable, shall automatically without any further action of the parties be deemed to be released and irrevocably terminated. If both the Tranche 1 Put/Call Payment and the Tranche 2 Put/Call Payment are made to the order of such Selling Holder. On Buyer, or if the Pre-Funding Put/Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities Payment is made to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liensBuyer, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above providedthis Agreement shall automatically terminate. (kv) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its The payment of the Aggregate applicable Put/Call AmountPayment shall be made by wire transfer of immediately available funds to one or more accounts specified by the Buyer or, if not timely designated by the Buyer, to the account to which payments under the Royalty Payments were transmitted or are to be transmitted pursuant to ‎Section 6.2(a). Upon the Buyer’s receipt of (a) the Tranche 1 Put/Call Payment and (b) if the Tranche 2 Closing occurs, the Tranche 2 Put/Call Payment, then except as set forth in ‎Section 9.3, this Agreement shall terminate and all rights and obligations of the parties hereunder shall automatically without any further action of the parties be deemed to be released and irrevocably terminated. Notwithstanding any of the foregoing to the contrary, in the event that a Call Option or a Put Option is exercised during any Calendar Quarter during which the Seller has earned Net Sales and would otherwise be obligated to make a Royalty Payment to the Buyer, the Seller shall be obligated to make all Royalty Payments otherwise due in accordance with ‎Section 6.2(a) for all such earned Net Sales up to the date the Seller remits the applicable Put/Call Payment to the Buyer, and such Put/Call Payment shall include the foregoing amount of such Royalty Payment.

Put/Call Option. (a) At any time and from time to time during the Put Period upon delivery to the Company by the holder or holders fifteen (15) Business Day period following its receipt of at least 75% a Change of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) Control Notice from a Member (the “Selling HoldersChanged Member”) pursuant to Section 10.03, each Member receiving the Change of Control Notice (the “Non-Changed Member”) shall, so long as it is not a Defaulting Member, have the right, but not the obligation, to deliver to the Changed Member a written request notice requesting a determination of Company FMV in accordance with Section 9.05 (the “Company FMV Determination Request”), in which case Company FMV shall be determined in accordance with Section 9.05. For a period of thirty (30) Business Days following such determination of Company FMV (as finally determined in accordance with Section 9.05), each Non-Changed Member shall have a right (but not the obligation) to deliver to the Changed Member a written, unconditional, and irrevocable notice (an “Put Exercise Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company willstating its election to either: (i) promptly, but in any event within 10 days, give written notice of require the Changed Member to purchase the Non-Changed Member’s entire Units for a purchase price equal to such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of Company FMV multiplied by the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and Non- Changed Member’s Percentage Interest (the “Put Securities” Exercise Price”); provided that in the event any Member delivers an Exercise Notice electing to purchase the Changed Member’s entire Units pursuant to Section 9.04(a)(ii), any such Election Notice electing for the Changed Member to purchase the Non-Changed Member’s entire Units shall include the amount of Warrants be null and Warrant Shares held by such holders which are to be covered by the Put Notice;void ab initio; or (ii) not less than 30 days after its receipt purchase the Changed Member’s entire Units for a purchase price equal to 90% of such Company FMV multiplied by the initial Put Notice, notify the Selling Holders of the date Changed Member’s Percentage Interest (the “Put Closing Date,” which shall not be less than 45 nor Call Exercise Price”); provided that if more than 180 days after one Member delivers an Exercise Notice electing to purchase the date Changed Member’s entire Units pursuant to this Section 9.04(a)(ii), each such Member shall have the right to purchase that proportion of the initial Put Changed Member’s Units that its Percentage Interest bears to the Percentage Interest of all Members delivering such an Exercise Notice) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by Member selling its Units pursuant to this Section 9.04 (the Company “Put-Call Selling Member”) shall, at the closing of such sale (“Put-Call Closing”), represent and warrant to each Selling Holder upon any exercise of the Put Option shall be purchasing Member (Athe “Put-Call Purchasing Member”) that (i) the Put Purchase Price less Put- Call Selling Member has full right, title and interest in and to such Units, (Bii) the Exercise Price Put-Call Selling Member has all necessary power and authority and has taken all necessary action to sell such Units as contemplated by this Section 9.04, and (iii) such net amount being the “Put Amount” payable to such Selling Holder Units are free and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount clear of any reduction Encumbrance other than those arising as a result of individual Put Amounts pursuant to clause (z) or under the terms of the first proviso of Section 9(c), being the “Aggregate Put Amount”)this Agreement. (c) On Subject to Section 9.04(d), the Put Put-Call Closing shall take place no later than 60 days following receipt by the Put-Call Selling Member of the Exercise Notice on a date specified by the Put-Call Purchasing Member (the “Put-Call Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder”); provided that to the extent Put-Call Purchasing Member shall give the cash payment Put-Call Selling Member at least 10 Business Days’ written notice of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in fullPut-Call Closing Date. (d) On The Put-Call Purchasing Member shall pay the Put Closing Date Exercise Price or the Call Exercise Price, as the case may be, for the Put-Call Selling Member’s Units (assuming the Put Amount “Put-Call Purchase Price”) by wire transfer of immediately available funds to an account designated in writing by the Put-Call Selling Member; provided that (i) if the Put-Call Selling Member is a Non-Contributing Member, the Put-Call Purchase Price shall be decreased by the amount of any unpaid Additional Capital Contribution or Default Loan, including any accrued but unpaid interest thereon, owed by the Put-Call Selling Member (with any such amounts contributed to the Company by the Put-Call Purchasing Member); and (ii) if the Put-Call Selling Member has been funded any Default Loan that remains outstanding, it shall be paid in full), each Selling Holder shall surrender its applicable Put Securities to including any accrued but unpaid interest thereon, at the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above providedPut-Call Closing. (e) Notwithstanding anything herein At the Closing, the Put-Call Selling Member shall deliver to contrarythe Put-Call Purchasing Member (i) a certificate or certificates (if any) representing the Units to be sold, each Selling Holder may revoke its Put Notice at any time prior to its receipt accompanied by an assignment of the applicable Put Amountcertificate to the Put-Call Purchasing Member or its designee; (ii) the resignation of all of the Managers the Put-Call Selling Member appointed to the Board pursuant to Section 7.02(a) (if any); and (iii) a certificate meeting the requirements of IRS Notice 2018-29 and Treasury Regulations Section 1.1445-2(b) (modified to take into account Code Section 1446(f)) that Put-Call Selling Member is not a foreign person within the meaning of Code Section 1446(f) or Code Section 1445. (f) At Each Member agrees that, to preserve the option character of the Warrant HolderCompany and consummate the purchase of the Put-Call Selling Member’s entire Units, the Put-Call Purchasing Member may assign its purchase right or obligation under this Section 9.04 in lieu whole or in part to any Affiliate who, upon the Put-Call Closing, shall become a Member, and that such purchase right or obligation shall be assignable by the Put-Call Purchasing Member without the consent of selling the Warrant or Warrant Shares Put-Call Selling Member; provided that the Put-Call Purchasing Member (i) delivers notice to the Company Put-Call Selling Member of such assignment and of the identity of the assignee prior to the Put-Call Closing and (ii) shall be responsible for any failure of such assignee to perform its obligations under the Put Option pursuant to this Section 9, the Warrant Holder may elect 9.04 with respect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Sharesassigned purchase right or obligation. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information Without limitation of the type other provisions of this Section 9.04, each Member agrees to cooperate and character that a purchaser take, and to cause its Affiliates to cooperate and take, all actions and execute all documents reasonably necessary or seller appropriate to reflect the purchase of the CompanyPut- Call Selling Member’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised Units by the Company only during the Put Period. At any time and from time Put-Call Purchasing Member pursuant to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amountthis Section 9.04. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Put/Call Option. (a) At The ROI Member and/or any time and from time to time during the Put Period upon delivery to the Company by the holder one or holders more of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Noticeits designees, the “Put Securities”)including, without limitation, the Company will: (icollectively “Option Purchaser”) promptly, but in any event within 10 days, give written notice of such Put Notice or MM Member shall each have the right to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice Put/Call Option by delivering to the Company within 10 days other of a notice so specifying, in which case Put/Call Notice during the term “Selling Holders” shall include such other holders Put/Call Option Period. If the Put/Call Notice is timely and properly delivered and the “Put Securities” shall include Put/Call Option is thereby exercised, subject to Section 7.2(b), at the amount of Warrants Put/Call Closing, the Option Purchaser will purchase from the MM Member Group, and Warrant Shares held by such holders which are the MM Member Group will Transfer to be covered by the Put Notice; (ii) Option Purchaser, all, but not less than 30 days after its receipt of all, the initial Put Notice, notify Company Interests (both Class A Company Interests and Class B Company Interests) owned by the Selling Holders of the date MM Member Group (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put NoticeMM Company Interests”) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put AmountPut/Call Purchase Price, free and clear of all Encumbrances. If the Option Purchaser is a Person other than the ROI Member, and the Option Purchaser fails to satisfy its obligations in the immediately preceding sentence, then the ROI Member shall satisfy such obligations. (b) The aggregate purchase price payable by Put/Call Closing will be effected on the Company to each Selling Holder upon any exercise date designated in the corresponding Put/Call Notice as the Put/Call Closing Date (the “Put/Call Closing Date”); provided, that, the recipient of the Put Put/Call shall have the right to defer the Put/Call Closing Date if, at least seven Business Days prior to the date designated as the Put/Call Closing Date in the corresponding Put/Call Notice, such recipient delivers to ROI Member or the MM Member, as the case may be, a notice to such effect which contains the new Put/Call Closing Date which date shall be a Business Day that is no more than ten Business Days after the date designated in the corresponding Put/Call Notice as the Put/Call Closing Date. The Transfer of the MM Company Interests subject of the Put/Call Option shall be memorialized in an agreement substantially in the form of Exhibit A (Athe “Put/Call Document”). At the Put/Call Closing, (i) the Put ROI Member shall and/or shall cause the Option Purchaser to execute and deliver to the MM Member Group the Put/Call Document and (ii) each Person comprising a part of the MM Member Group executed and deliver to the Option Purchaser the Put/Call Document. The Put/Call Purchase Price less for the MM Company Interests will be paid in cash at the Put/Call Closing (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount‘Cash Consideration”). (c) On the Put Closing Date; provided, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %i) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt the Put/Call Closing the ROI Member shall have the right, but not the obligation, to make an Equity Exchange Offer to the MM Member Group and (ii) if the MM Member Group accepts such Equity Exchange Offer, which acceptance shall be in the sole and absolute discretion of the applicable Put Amount. (f) At the option of the Warrant HolderMM Member, then, in lieu of selling the Warrant or Warrant Shares to execution and delivery of the Company under Put/Call Document and the Put Option pursuant to this Section 9Purchaser paying the Cash Consideration, the Warrant Holder may elect to have its equity owners sell to ROI Member and the Company MM Member Group shall implement the equity interests terms and conditions of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (Equity Exchange Offer at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Put/Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above providedClosing. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Put/Call Option. (a) At any time and from time to time during on or following the Put Period upon delivery to earlier of (i) the fourth anniversary of the date here of, (ii) the termination by the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants employment of Xxxxxxx X. Xxxxx with the Company or (such percentage determined by aggregating ii) a Hallmark Change of Control, and until the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise tenth anniversary of the Warrants then outstanding) Closing (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put SecuritiesOption Expiration Date”), (a) the Company will: Class A Member shall have the right (ithe “Call Right”) promptlyto purchase from the Class B Member all, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of all, equity interests in the initial Put Notice, notify Company held by the Selling Holders of Class B Member (the date “Remaining Heath Group Securities”) and (b) the Class B Member shall have the right (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral AmountRight”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company Class A Member all, but not less than all, of the equity interests of such Warrant Holder Remaining Heath Group Securities, in each case ((a) and (b)) for a price equal to the Adjusted Option Price (the foregoing, the “Alternative Put Heath Put-Call Option”). If the Warrant Holder Class A Member elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “Call Notice”) that it has elected to exercise the Call OptionRight, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder Class B Member shall sell to the Class A Member all of the Remaining Heath Group Securities at the Adjusted Option Price. If the Class B Member elects to exercise the Put Right, the Class A Member shall purchase from the Class B Member all of the Remaining Heath Group Securities at the Adjusted Option Price. Notwithstanding the foregoing, the Put Right shall not apply if the employment of Xxxxxxx X. Xxxxx with the Company is terminated by the Company with cause (as defined in the employment agreement then in effect between Xxxxxxx X. Xxxxx and the Company). Further notwithstanding the foregoing, the Call Right shall not apply if the employment of Xxxxxxx X. Xxxxx with the Company is terminated by the Company without cause. A Party shall make its respective election hereunder to purchase or sell, as the case may be, Remaining Heath Group Securities for hereunder by written notice (the “Option Notice”) to other Party referencing this Section 7.05. The closing of the purchase and sale of Remaining Heath Group Securities hereunder (an “Option Closing”) shall take place at the Class A Member’s offices not later than 30 calendar days following delivery to the Class B Member of the Option Notice, or at such other place and such other time as the Parties may mutually agree; provided that, the Option Closing shall be delayed to a later date in the Class A Member’s discretion if the Class A Member’s counsel reasonably determines that any third party or regulatory consents are required or advisable in connection with the Option Closing. At an Option Closing, the applicable Put AmountParties shall execute and deliver such instruments as shall be appropriate to transfer Remaining Heath Group Securities to the Class A Member (it being understood that the Class B Member shall make customary representations and warranties with respect to such transfer documents and shall make customary ownership and title representations with respect to the Remaining Heath Group Securities), and the Class A Member shall deliver to the Class B Member by wire transfer of immediately available funds to the bank account set forth on a notice given to the Class A Member by the Class B Member at least three (3) business days prior to the Option Closing. The parties agree to cooperate to obtain, and shall bear expenses pro rata for their relative ownership (on a pre Option Closing basis) of the Companies with respect to obtaining, any consents deemed required or advisable to obtain in connection with an Option Closing. Prior to or upon the occurrence of the Option Closing, the Managers shall cause the Company to distribute any and all accrued but unpaid Net Distributable Proceeds due to the Class B Member. The Heath Put-Call Option pursuant to this Agreement shall be exercised only in conjunction with the Hardscrabble Put-Call Option pursuant to the Hardscrabble Data Solutions, LLC Operating Agreement dated of even date herewith. (ib) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise For purposes of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.Section 7.05(a):

Put/Call Option. (ai) At The Company hereby grants to each of the Purchaser and Sigma Advisors an option (the “Put Option”) to require the Company to purchase up to an aggregate of 1,000,000 shares (the “Option Shares”) of Common Stock held by Purchaser and/or Sigma Advisors, at a purchase price of $0.25 per share (the “Put Price”). The Put Option may be exercised, if at all, at any time during the period commencing on December 18, 2014 (the “Put Commencement Date”) and ending on the one (1) year anniversary of the Put Commencement Date (the “Put Option Period”). Purchaser and/or Sigma Advisors may exercise the Put Option, in whole or in part, at any time or from time to time during the Put Period upon delivery Option Period, by delivering to the Company by the holder or holders written notice of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that specifying the Company purchase all or a portion number of the outstanding Warrants and Warrant Option Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company will: (i) promptly, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered purchased by the Put Notice; (ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company. The Company will purchase the Put Securities of the Selling Holders; and (iii) make such repurchases based on the order requests to exercise this Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable Option are received by the Company and such repurchases, from Purchaser and Sigma Advisors combined, shall not exceed 1,000,000 shares. The closing of the purchase and sale of the Option Shares pursuant to each Selling Holder upon any such an exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable Option Closing”) will occur within ten (10) business days following the delivery of the Put Notice. At the Put Option Closing, Purchaser and Sigma Advisors shall each deliver the certificates representing the Option Shares to such Selling Holder be acquired by the Company (duly endorsed for transfer to the Company) and the aggregate Company will satisfy the Put Option Price (as defined below) by wire transfer of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holderthereof, in cash by (at the option of such Selling Holder) (A) wire transfer immediately available funds to an account in a bank located in the United States or accounts designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member Purchaser and Sigma Advisors. For purposes of this Section 5(n)(i), the New York Clearing House payable Put Option Price shall be the Put Price multiplied by the number of shares of Common Stock being repurchased by the Company hereunder. The Company’s obligation to the order of such Selling Holder; provided that to the extent the cash make full and prompt payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option Price pursuant to this Section 9to, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Optionand in accordance with, then all of the provisions of this Section 9 5(n)(i), shall be secured against the Collateral (as defined in the Security Agreement) of the Company, and such obligation shall continue to apply, provided, that in lieu survive regardless of transferring to whether or not there then exists any amounts outstanding (inclusive of principal and interest) or other obligations due or owing under the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant SharesNote. (gii) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure Subject to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) last sentence of any transactions, planned transactions or potential transactions known to, or under consideration bythis paragraph, the Company and which could reasonably be expected to be information of shall have the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option (the “Call Option”) to purchase require the Warrants Purchaser and Sigma Advisors to sell, on a pro rata basis, to the Company all or any portion of the Common Stock held by Purchaser and Sigma Advisors at the time the Company exercises such Warrant Holder option, at a purchase price equal to the higher of (i) a 20% discount to VWAP for the 15 consecutive trading days immediately preceding the date of delivery of the Call Notice (as defined below), or (ii) $0.25 per share (the “Call SecuritiesPrice”), on the terms set forth herein. The Call Option may be exercised by the Company only exercised, if at all, at any time during the Put period commencing on the Closing Date and ending on December 18, 2015 (the “Call Option Period”). At The Company may exercise the Call Option, in whole or in part, at any time and or from time to time during the Put Call Option Period, by delivering to the Company may deliver to such Warrant Holder a Purchaser and Sigma Advisors written notice of exercise (a the “Call Notice”) that it has elected specifying the number of shares of Common Stock to exercise be purchased by the Call Option, which Call Notice shall notify the Warrant Holder Company. The closing of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date purchase and sale of the initial Call Notice) on which the Company will purchase all shares of the Call Securities of the Warrant Holder. Subject Common Stock pursuant to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any such exercise of the Call Option shall be (Athe “Call Option Closing”) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and will occur within two (2) days following the Put Purchase Price less delivery of the Call Notice. At the Call Option Closing, the Purchaser and Sigma Advisors, as the case may be, will deliver the certificates representing the shares of Common Stock to be acquired by the Company (B) an amount equal duly endorsed for transfer to the product Company) and the Company will satisfy the Call Option Price (as defined below) by wire transfer of (1) the amount thereof in immediately available funds to an account or accounts designated by Purchaser and Sigma Advisors. For purposes of this Section 5(n)(ii), the Call Option Price shall be the Call Price multiplied by the number of Warrants shares of such Selling Holder Common Stock being purchased sold to the Company. Commencing June 30, 2014, the Company acknowledges and agrees that it shall not exercise the Call Option while it is in possession of any material nonpublic information regarding any agreement (2other than terminated or expired agreements) the Exercise Price that would have been payable had such Warrant been exercised on the date for a transaction specified in clause (i) of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate definition of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”)Repayment Event. (jiii) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above providedNot used. (kiv) Notwithstanding anything All references to share prices and number of shares contained herein shall be equitably adjusted to contraryreflect any stock dividend, the Company may revoke its Call Notice at any time prior to its payment subdivision, reclassification, recapitalization, stock split, combination or exchange or shares or other similar change in capital structure of the Aggregate Call AmountCompany.

Put/Call Option. (a) At any time If, and from time only if, the Closing occurs on or prior to time during the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) December 20, 2020 (the “Selling HoldersThreshold Date”), at any time from and after December 21, 2020 (the “Option Date”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders until December 28, 2020 (such portion as specified in the Put Noticeperiod, the “Put SecuritiesPut-Call Period”), (A) the Put-Call Seller shall have the right, but not the obligation, to exercise an option to cause the Company will: (i) promptlyto purchase all, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt all, of the initial Put Notice, notify the Selling Holders of the date Put-Call Units (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put NoticeOption”) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The an aggregate purchase price payable by the Company equal to each Selling Holder upon any exercise of the Put Option shall be (Ai) the Put Purchase Put-Call Option Per Unit Price less multiplied by (Bii) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate number of all Put Amounts payable to all Selling Holders under such Put NoticePut-Call Units, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “Put Deferral Event”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction (i.e., the amount not paid in cash, herein called the “Put Deferral Amount”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full. (d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority Company shall have the right, but not the obligation, to surrender such Warrants and Warrant Shares)exercise an option to purchase from the Put-Call Seller all, against payment therefor as above provided. (e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount. (f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9, the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “Alternative Put Option”). If the Warrant Holder elects the Alternative Put Option, then but not less than all of the provisions of this Section 9 shall continue to apply, provided, that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares. (g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request. (h) The Warrant Holder hereby grants to the Company an option Put-Call Units (the “Call Option”) for an aggregate purchase price equal to purchase (1) the Warrants held by such Warrant Holder (the “Call Securities”), on the terms set forth herein. The Put-Call Option may Per Unit Price multiplied by (2) the number of Put-Call Units; provided that in no event shall the aggregate amount payable under this Agreement exceed the Put-Call Consideration Amount with respect to the Put-Call Seller. For the avoidance of doubt, if the Closing occurs after the Threshold Date, each of the Put Option and the Call Option will (without any further action by any Person) automatically be exercised terminated and will not be exercisable by the Put-Call Seller or the Company, as applicable, and the Put-Call Units will be sold, transferred and assigned by the Put-Call Seller to the Additional Special Limited Partner as Purchased Closing Company Units, or redeemed by the Company only during from the Put-Call Seller as Redeemed Post-Closing Company Units, as applicable, in accordance with and subject to the terms and conditions of the Business Combination Agreement. For purposes of this Agreement, the “Put-Call Option Per Unit Price” shall mean (1) with respect to the Put Period. At any time and from time to time during the Put PeriodOption, the Company may deliver purchase price per Put-Call Unit equal to such Warrant Holder a written notice nine dollars (a “Call Notice”$9.00) that it has elected or, (2) with respect to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “Call Closing Date” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount. (i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the per Put-Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount Unit equal to the product of eleven dollars (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “Call Amount” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “Aggregate Call Amount”$11.00). (j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided. (k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.