Common use of Put/Call Rights Clause in Contracts

Put/Call Rights. (a) Put/Call Right Regarding AAG Member’s Membership Interests (i) At any time after the 5th anniversary of the Closing Date, or (subject to the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of Record, the LMP Member shall have the right to cause AAG Member to sell (the “Call Right”) all, but not less than all, of its Membership Interests (the “AAG Membership Interests”) by delivering to AAG Member, written notice (“Call Notice”) of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right pursuant to this Section 7.7(a) of the Agreement. (ii) At any time after the 1st anniversary of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise the Put Right, which notice shall set forth that it is an election to exercise the Put Right pursuant to this Section 7.7(a) of the Agreement. (iii) The date the Put Notice or Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Date.” (iv) The purchase price for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined in accordance with Section 7.8, and payable as set forth in Section 7.9 below, and the closing of such purchase shall occur as provided in Section 7.10 below. (v) Notwithstanding anything herein to the contrary, the Call Right and/or the Put Right are subject to Manufacturer Rules, including any right of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise of the Call Right or an exercise of the Put Right and such rejection does not violate the respective parties’ rights under either trhe DA’s or applicable law, then the proposed Transfer shall not be consummated.

Put/Call Rights. (a) Section 9.1. Put/Call Right Regarding AAG Member’s Membership InterestsRights. (ia) At any time after within the 5th anniversary of period that commences on March 31, 2023 (the Closing “First Put/Call Exercise Date, or ”) and terminates on the date that is thirty (subject to 30) days following the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of RecordFirst Put/Call Exercise Date (such period, the LMP Member “First Put Window”), WCAS shall have the right, on behalf of each holder of Common Units (which, for the avoidance of doubt, includes the WCAS Group to the extent of their ownership of WCAS Blocker) and each holder of Vested Management Incentive Units (each such holder who exercises a Put Right (as defined below), a “Put Seller”, and each such right, together with the right pursuant to cause AAG Member Section 9.1(b), a “Put Right”), but not the obligation, to sell deliver a written notice of election pursuant to this Article IX to Walgreens and the Company (each such notice, a “Put Notice”, and the transaction resulting from any Put Notice delivered pursuant to Section 9.1(a) or Section 9.1(b), a “Put”) to require Walgreens or its Designated Affiliate to purchase from such Put Seller up to fifty percent (50%) of the Common Units (including, for the avoidance of doubt, up to 50% of the WCAS Blocker Units held by the WCAS Group) and one hundred percent (100%) of the Exchanged Units (as hereinafter defined), as applicable, held by such Put Seller at the time of such exercise, in exchange for payment of an amount equal to the Exercise Price multiplied by the number of Put Units to be sold by such Put Seller in accordance with this Section 9.1(a). (b) At any time within the period that commences on March 31, 2024 (the “Second Put/Call Exercise Date” and, together with the First Put/Call Exercise Date, each, a “Put/Call Exercise Date”) and terminates on the date that is thirty (30) days following the Second Put/Call Exercise Date (such period, the “Second Put Window”), WCAS, acting on behalf of any Put Seller, shall have the right, but not the obligation, to deliver a Put Notice to require Walgreens or its Designated Affiliate to purchase from any Put Seller up to one hundred percent (100%) of the Common Units (including, for the avoidance of doubt, 100% of the WCAS Blocker Units) and one hundred percent (100%) of the Exchanged Units (as hereinafter defined), as applicable, held by such Put Seller at the time of such exercise, in each case in exchange for payment of an amount equal to the Exercise Price multiplied by the number of Put Units to be sold by such Put Seller in accordance with this Section 9.1(b). (c) Walgreens or its Designated Affiliate shall have the right, but not the obligation (each, a “Call Right”), from the date following the expiration date of the First Put Window to the date that is thirty (30) alldays following the expiration date of the First Put Window (the “First Call Window”), and from the date following the expiration date of the Second Put Window to the date that is thirty (30) days following the expiration date of the Second Put Window, in each case, to deliver a written notice of election pursuant to this Article IX to WCAS and the Company (each such notice, a “Call Notice”, and the transaction resulting from any Call Notice, a “Call”) to require each holder of Common Units (including, for the avoidance of doubt, WCAS Blocker Units) and each holder of Vested Management Incentive Units (each, a “Call Seller”) to sell to Walgreens or its Designated Affiliate all (but not less than all, of its Membership Interests (the “AAG Membership Interests”) by delivering to AAG Member, written notice (“Call Notice”) of the LMP Member’s election Call Units held by such Call Seller at the time of such exercise, in each case in exchange for payment to exercise the applicable Call RightSeller of an amount equal to the Exercise Price multiplied by the number of Call Units to be sold by such Call Seller in accordance with this Article IX; provided that in the event any Call Seller exercises a Put Right during the First Put Window and Walgreens or its Designated Affiliate exercises a Call Right during the First Call Window, which notice the amount payable to such Call Seller shall set forth that it is be increased by an election amount equal to exercise the product of (x) the difference in the Exercise Price for the Call Right pursuant to this Section 7.7(a) of minus the Agreement. (ii) At any time after the 1st anniversary of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise Exercise Price for the Put Right, which notice shall set forth that it is an election to exercise multiplied by (y) the number of Put Units sold by such Call Seller in connection with such Put Right pursuant to this Section 7.7(a) of during the AgreementFirst Put Window. (iiid) The date In connection with the exercise of (x) a Put Notice or Right, each holder of Vested Management Incentive Units shall contribute to the Company the number of Vested Management Incentive Units to be Put, up to fifty percent (50%) of its Vested Management Incentive Units, in the case of the First Put/Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Exercise Date.” (iv) The purchase price for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined in accordance with Section 7.8, and payable as set forth up to one hundred percent (100%) of its Vested Management Incentive Units, in Section 7.9 below, and the closing case of such purchase shall occur as provided in Section 7.10 below. (v) Notwithstanding anything herein to the contrary, the Call Right and/or the Put Right are subject to Manufacturer Rules, including any right of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise of the Call Right or an exercise of the other Put Right and (y) a Call Right, each holder of Vested Management Incentive Units shall contribute to the Company one hundred percent (100%) of its Vested Management Incentive Units, in the case of either the First Put/Call Exercise Date or the Second Put/Call Exercise Date, in each case in exchange for a number of Common Units (the “Exchanged Units”) having a value equal to the fair market value (taking the distribution threshold of such rejection does not violate the respective parties’ rights under either trhe DA’s or applicable law, then the proposed Transfer shall not be consummated.contributed Vested Management Incentive Units into account) of such contributed Vested Management Incentive Units (a “

Put/Call Rights. (a) Put/At any time, or from time to time, any Inland Holder may require the SWC Holders to purchase from it all of the Shares held by such Holder (the "Put Right"), and upon termination of this Agreement under Section 5.7 hereof, ----------- the SWC Holders may deliver notice to the Inland Holders requiring that the Inland Holders sell all of their Shares to SWC (the "Call Right"). (b) Should a Put or Call Right Regarding AAG Member’s Membership Interests (i) At any time after the 5th anniversary of the Closing Date, or (subject to the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of Record, the LMP Member shall have the right to cause AAG Member to sell (the “Call Right”) all, but not less than all, of its Membership Interests (the “AAG Membership Interests”) by delivering to AAG Member, written notice (“Call Notice”) of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right be exercised for Shares pursuant to this Section 7.7(a3.3, the purchase price (the "Purchase Price") of to be paid by the Agreement----------- SWC Holders to the Inland Holders for such Shares shall be determined as follows: (1) The parties shall first negotiate in good faith for a price that a willing buyer would pay and a willing seller would accept for the Shares for which the Put or Call Right is being exercised. (ii2) At any time If the parties do not agree on a Purchase Price within 15 business days after the 1st anniversary delivery of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise the Put Right, which notice shall set forth that it is an election to exercise the Put Right pursuant to this Section 7.7(a) of the Agreement. (iii) The date the Put Notice or Call Notice, as applicable, is received the dispute shall be submitted to an arbitrator selected in accordance with Section 5.4(b) of this Agreement. Each party shall submit a -------------- proposed Purchase Price and a brief in support of its proposed Purchase Price and the arbitrator shall select one party's proposed Purchase Price as the price to be paid by the non-delivering SWC Holders to the Inland Holders for such Shares. Each party is hereinafter referred to as the “Put-Call Notice Dateshall be responsible for its own costs and fees in connection with such arbitration.” (ivc) The purchase price Inland Holders may exercise such Put Right by delivering to the SWC Holders a written notice (a "Put Notice") stating that such Put Right is being exercised and specifying the number of Shares held by the Inland Holders for which the AAG Membership Interests purchased under this Section 7.7(a) Put Right is being exercised. The SWC Holders shall be as obligated to purchase the Shares specified in the Put Notice on the later of sixty (60) days after receipt of the Put Notice or ten (10) business days after the Purchase Price is determined in accordance with Section 7.8, and payable as set forth in Section 7.9 below, and 3.3 (b) (the closing of such purchase shall occur as provided in Section 7.10 below"Put Date"). (vd) Notwithstanding anything herein The SWC Holders may, from and after the Termination Notice Date, exercise such Call Right by delivering to the contrary, Inland Holders a written notice (a "Call Notice") stating that such Call Right is being exercised and specifying the number of Shares held by the Inland Holders for which the Call Right and/or is being exercised. The Inland Holders shall be obligated to sell the Put Right are subject to Manufacturer Rules, including any right Shares specified in the Call Notice on the later of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise thirty (30) days after receipt of the Call Right Notice or ten (10) business days after the Purchase Price is determined in accordance with Section 3.3 (b) (the "Call Date"). (e) On a Put Date or a Call Date, the SWC Holders shall be obligated to pay to the Holder an exercise amount equal to the applicable Purchase Price upon surrender of the Put Right and certificates representing such rejection does not violate the respective parties’ rights under either trhe DA’s or applicable law, then the proposed Transfer shall not be consummatedShares.

Put/Call Rights. (a) On the four Sites listed on Exhibit F designated as Affiliated Clubs, an Affiliated Club Seller owns and operates a business (each, a “Club”), which Club and the assets used therein will be acquired by an Affiliated Club Purchaser in a Club Transaction. In addition, on the two Sites listed on Exhibit F designated as Unaffiliated Clubs, third-party owners not affiliated with Seller own and operate the Club business thereon (also referred to herein as a “Club” in this Section 14). If the sale of a Club for any of the six Sites listed on Exhibit F does not occur (an “Unsold Club”) on the First Closing or within 120 days thereafter (the “Closing Period”), each party shall have right and option (the “Put/Call Right”) to obligate the other party to purchase or sell, as applicable, the Site(s) associated with the Unsold Club(s) for the Site Purchase Price. A party who desires to exercise Put/Call Right Regarding AAG Member’s Membership Interests(the “Exercising Party”) shall give the other party written notice to that effect specifying the Site(s) for which the Exercising Party is exercising the Put/Call Right, on or before the date that is 180 days after the end of the Closing Period (the “Exercise Period”) and, upon giving such written notice, the Exercising Party shall be deemed to have exercised the Put/Call Right. If a party does not exercise the Put/Call Right on or before the end of the Exercise Period, the Put/Call Right shall expire and may not be exercised by such party. The Put/Call Right may not be transferred or assigned. (b) If the Put/Call Right is exercised, the Purchaser shall sell, and the Seller shall purchase, the Site(s) identified in the exercise notice for the Site Purchase Price via a deed substantially in the form attached hereto as Exhibit D, modified mutatis mutandis as reasonably agreed by the parties. (c) Notwithstanding the foregoing, Seller shall not be obligated to repurchase a Site if (i) At liens or encumbrances of any time kind have attached to the Site subsequent to the Closing, other than a lien for real estate taxes or assessments not yet due and payable, (ii) the physical condition of the Site has materially deteriorated in Seller’s reasonable determination, including due to any event of casualty (reasonable wear and tear excepted), (iii) there has been, or is currently threatened, any condemnation or other exercise of eminent domain against the Site, (iv) there is any litigation commenced or threated against Purchaser involving or in connection with the Site; (v) any provision of utilities to the Site is unavailable (other than temporarily) for any reason; (v) since the Closing, any applicable governmental authority has passed any law or regulation banning the use of the Site for the business conducted prior to Closing; or (vi) Purchaser is a “foreign person” under Code Section 1445. (d) The closing of the purchase and sale of a Site(s) upon the exercise of the Put/Call Right (a “Put/Call Closing”) shall occur on a date selected by the parties within 180 days after the 5th anniversary Put/Call Right is deemed exercised. At the Put/Call Closing, (1) Purchaser shall deliver to Seller a deed conveying the Sites as described in Section 13(b) and the Site free and clear of all liens and encumbrances other than those shown on the Owner’s Title Policy at Closing and all real estate taxes and assessments not yet due and payable and (2) Seller shall pay the Site Purchase Price by wire transfer. (e) Seller shall be obligated to pay all Transfer Costs at the Put/Call Closing. Seller and Purchaser shall split (on a 50/50 basis) the remaining costs of the Closing DatePut/Call Closing, including fees and expenses of the Title Company to conduct the closing, the premium for any owner’s policy of title insurance, the cost for extended coverage, and any other costs in connection with any Put/Call Closing. Seller shall be obligated to pay all premiums for any lender’s policy of title insurance required by Seller together with the cost for any title policy endorsements required by Seller or any lender of Seller relating to any Put/Call Closing. (subject f) During the Exercise Period and, to the AAG Member’s rights under Section 7.5(b)) at extent the Put/Call Right is exercised, until the Put/Call Closing, Seller and any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer lender or agents of Record, the LMP Member Seller shall have the right to cause AAG Member to sell (inspect the “Call Right”) all, but Sites on reasonable advance notice of not less than all, of its Membership Interests (the “AAG Membership Interests”) by delivering 24 hours to AAG Member, written notice (“Call Notice”) of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right pursuant to this Section 7.7(a) of the AgreementPurchaser. (iig) At the Put/Call closing, Purchaser shall assign any time after Lease in effect with respect to the 1st anniversary Site at issue to Seller in substantially the same form as the Assignment and Assumption of Leases delivered at Closing. In addition, Seller shall receive a credit against the Site Purchase Price in the amount of all security deposits and other deposits (whether or not refundable) paid by tenants, and Purchaser shall retain such funds free and clear of any and all claims on the part of tenants. Seller shall be responsible for maintaining as deposits the aggregate amount so credited to Seller in accordance with the provisions of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise the Put Right, which notice shall set forth that it is an election to exercise the Put Right pursuant to this Section 7.7(a) of the AgreementLeases. (iiih) The date the Put Notice or Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Date.” (iv) The purchase price for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined in accordance with Section 7.8, and payable as obligations set forth in this Section 7.9 below14 shall survive Closing, shall not merge with any party’s other interest in the Property, if any, and shall run with the closing land. Either party is entitled to specific performance for the breach of such purchase shall occur as provided any obligation contained in this Section 7.10 below14. (v) Notwithstanding anything herein to the contrary, the Call Right and/or the Put Right are subject to Manufacturer Rules, including any right of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise of the Call Right or an exercise of the Put Right and such rejection does not violate the respective parties’ rights under either trhe DA’s or applicable law, then the proposed Transfer shall not be consummated.

Put/Call Rights. (a) Put/Call Right Regarding AAG Member’s Membership Interests (i) At any time on or after the 5th third (3rd) anniversary of the Closing Effective Date, or (subject to the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of Record, the LMP Mxxxxx Member shall have the right (but not the obligation) (the “Put Option”) to cause AAG require the DMC Members to purchase, directly or indirectly, Option Units for the Option Purchase Price. The Put Option must be exercised in tranches of no less than 664.5]Units. The Option Purchase Price payable in connection with the exercise of the Put Option shall be paid, at DMC’s option, (i) in cash or (ii) 20% in cash and 80% in shares of DMC Series A Preferred Stock priced at the Option Share Issue Price (the “Put Consideration”), subject to compliance with applicable law and stock exchange rules, unless DMC and the Mxxxxx Member mutually agree that the Put Consideration shall be paid in the form of cash or a combination of DMC Common Stock priced at the Option Share Issue Price and cash, in which case the Put Consideration shall be paid in the manner so agreed. To exercise the Put Option, the Munera Member must deliver written notice of its exercise of the Put Option to sell the DMC Members (the “Put Notice”). The Put Notice shall specify the number of Units to be sold. For purposes of clarification, the Mxxxxx Member may not deliver a Put Notice to the DMC Members earlier than December ●, 2024. (b) At any time on or after the third (3rd) anniversary of the Effective Date, the DMC Members shall have the right (but not the obligation) (the “Call RightOption”) allto purchase, but not less than alldirectly or indirectly, of its Membership Interests (the “AAG Membership Interests”) by delivering to AAG Member, written notice (“Call Notice”) of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right pursuant to this Section 7.7(a) of the Agreement. (ii) At any time after the 1st anniversary of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise the Put Right, which notice shall set forth that it is an election to exercise the Put Right pursuant to this Section 7.7(a) of the Agreement. (iii) The date the Put Notice or Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Date.” (iv) The purchase price Option Units for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined Option Purchase Price. The Option Purchase Price payable in accordance connection with Section 7.8, and payable as set forth in Section 7.9 below, and the closing of such purchase shall occur as provided in Section 7.10 below. (v) Notwithstanding anything herein to the contrary, the Call Right and/or the Put Right are subject to Manufacturer Rules, including any right of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise of the Call Right Option shall be paid in cash (the “Call Consideration”), unless DMC and the Mxxxxx Member mutually agree that the Call Consideration shall be paid in the form of shares of DMC Common Stock priced at the Option Share Issue Price or an a combination of cash and shares of DMC Common Stock priced at the Option Share Issue Price, in which case the Call Consideration shall be paid in the manner so agreed. To exercise the Call Option, the DMC Members must deliver written notice of its exercise of the Put Right Call Option to the Mxxxxx Member (the “Call Notice”). For purposes of clarification, the DMC Members may not deliver a Call Notice to the Mxxxxx Member earlier than December ●, 2024. (c) The party delivering an Option Notice (the “Exercising Party”) shall set forth such party’s good faith calculation of the Option Purchase Price for the Option Units. If the party receiving the Option Notice (the “Receiving Party”) has any objections to the calculation of the Option Purchase Price set forth in the Option Notice, the Receiving Party may deliver to the Exercising Party a statement setting forth each disputed item (each, an “Option Purchase Price Dispute”) and such rejection does the Receiving Party’s proposed calculation thereof (an “Option Purchase Price Dispute Statement”). If an Option Purchase Price Dispute Statement is not violate delivered to the respective parties’ rights under either trhe DA’s or applicable lawExercising Party within thirty (30) days after receipt of the Option Notice by the Receiving Party, then the proposed Transfer calculation of the Option Purchase Price set forth in the Option Notice shall be final, binding and non-appealable by the Exercising Party and the Receiving Party. If an Option Purchase Price Dispute Statement is timely delivered, then the Exercising Party and the Receiving Party shall negotiate in good faith to resolve any Option Purchase Price Disputes, but if they do not reach a final resolution on all Option Purchase Price Disputes within thirty (30) days after the delivery of the Option Purchase Price Dispute Statement (the “Resolution Period”), the Exercising Party and the Receiving Party shall promptly submit each unresolved Option Purchase Price Dispute to the Accounting Expert to resolve such Option Purchase Price Dispute, and the provisions of Section 12.10(d) shall apply. The “Accounting Expert” shall be consummateda Neutral Accounting Firm selected by mutual agreement of the Exercising Party and the Receiving Party; provided, however, that: (i) if, within fifteen (15) days after the end of the Resolution Period, such parties are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert, then each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Expert, and (ii) if any party does not select a Neutral Accounting Firm within ten (10) days of written demand therefor by the other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing that is not at the time it is to be engaged hereunder rendering services to any party, or any Affiliate of either, and has not done so within the two (2) year-period prior thereto.

Put/Call Rights. (a) Put/Call Right Regarding AAG Member’s Membership Interests Subject to MTM's tag along rights set forth in (ib) At any time below, if MTM does not exercise its Option, for a period of one hundred eighty (180) days after the 5th anniversary lapse of the Closing DateOption period (including any extension thereof), or (subject to the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of Record, the LMP Member Pivot shall have the right to cause AAG Member to sell (the “Call Right”) all, but not less than all, redeem all of its Membership Interests (the “AAG Membership Interests”) shares owned by delivering to AAG Member, written notice (“Call Notice”) MTM for 115% of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right amount paid by MTM pursuant to this Section 7.7(a) of section 1.1 above or paid to extend the Agreement. Option period (ii) At any time after the 1st anniversary of the Closing Date"MTM Funding Amount"), the AAG Member and MTM shall have the right to cause LMP Member put such shares to purchase (the “Put Right”) all, but not less than all, Pivot at such time as aggregate additional funding is provided by a third party from time to time to Pivot in excess of 200% of the AAG Membership Interests by delivering amount which would be payable to LMP Member, written notice (“Put Notice”) MTM upon the exercise of the AAG Member’s election put, at the greater of (i) 125% of the MTM Funding Amount or (ii) in the event the additional financing is equity financing or the issuing of convertible debt, the then fair market value of Pivot. Pivot shall pay any amounts owing upon the exercise of such put or call in cash within twenty (20) days of the exercise thereof. Notwithstanding the above, in the event Pivot has entered into or is negotiating an agreement to sell substantially all of its assets to a bona fide third party (and such negotiations or agreement has not terminated) or entered into or is negotiating an agreement to merge into another entity where Pivot is not the survivor, or any of the above have been consummated, Pivot shall not be entitled to exercise the Put Right, which notice shall its call rights set forth that it above until the aforementioned arrangements have been terminated. In the event Pivot is an election to exercise the Put Right pursuant to this Section 7.7(a) of the Agreement. (iii) The date the Put Notice or Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Date.” (iv) The purchase price for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined in accordance with Section 7.8, and payable negotiating as set forth in Section 7.9 below, and the closing previous sentence at the end of Pivot's call period or within sixty (60) days of the end of such purchase period, Pivot's call period shall occur as provided in Section 7.10 belowbe extended for sixty (60) days from the end of such negotiations. (vb) Notwithstanding anything herein contained in (a) above, if one or more Stockholders owning fifty percent (50%) or more of the shares of capital stock of Pivot ("Pivot Capital Stock") ("Selling Group") wish to sell, after the Option lapses without being exercised, 50% or more of the Pivot Capital Stock to a third party or third party group ("Third Party Acquiror"), the Selling Group shall promptly forward a copy of the Third Party Acquiror offer to MTM. MTM may participate in such sale upon substantially the same terms and conditions as the Selling Group. The portion of the shares of Pivot Capital Stock which MTM may sell upon the consummation of any such transaction is a percentage of the Pivot shares which the Selling Group offered to sell to the contraryThird Party Acquiror and which the Third Party Acquiror agreed to purchase, equal to 100% multiplied by a fraction, the Call Right and/or numerator of which is MTM's stock ownership percentage interest in Pivot and the Put Right are subject to Manufacturer Rules, including any right denominator the sum of MTM's stock ownership percentage interest in Pivot and the stock ownership percentage of Pivot owned by the Selling Group in the aggregate. Only shares of Pivot actually outstanding shall be considered for purposes of the Manufacturer to consent to and/or approve of above calculation. Any such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise portion of the Call Right or an exercise Third Party Acquiror offer which MTM agrees to participate shall correspondingly reduce the percentage offered to be purchased from the Selling Group. MTM must notify the Selling Group within fourteen days (14) of the Put Right and mailing of the Third Party Acquiror Offer (or such rejection does greater time as the Selling Group may determine in their sole discretion) whether or not violate to participate in the respective parties’ rights under either trhe DA’s or applicable law, then Third Party Acquiror offer. Notification of non-participation is irrevocable unless waived by the proposed Transfer shall not be consummatedSelling Group in their sole discretion.