Common use of Put/Call Rights Clause in Contracts

Put/Call Rights. (a) Except as provided in section 6.2 hereof, from the Effective Date through March 31, 2016, no Member shall have any put-call rights. (b) At any time during Fiscal Year 2017 (April 1, 2016 through March 31, 2017), BTI and Mid-Atlantic shall have the right to put all of their Units to ADS/V at a per Unit price equal to the Company’s Fiscal Year 2016 EBITDA (based upon the final audited EBITDA of the Company) multiplied by 7 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. (c) At any time after the end of Fiscal Year 2017, BTI and Mid-Atlantic shall have the right to put all of their Units to ADS/V at a per Unit price equal to EBITDA for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. (d) At any time after the end of Fiscal Year 2016 (April 1, 2015 through March 31, 2016), ADS/V shall have a call right requiring BTI and Mid-Atlantic to sell all of their Units to ADS/V upon the earlier to occur of the following: (i) the Company generating $5,000,000 EBITDA during any completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) or (ii) the completion of Fiscal Year 2018. The per Unit purchase price for this call right shall be (i) if the call right is exercised prior to Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 7 and then divided by the total number of outstanding Units of the Company to determine the per Unit price or (ii) if the call right is exercised on or after Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. For purposes of Calculating EBITDA, annual research and development expenses of the Company in excess of $100,000 will be added back to EBITDA. (e) At the closing of any of the transactions contemplated in section 6.1 hereof, BTI and Mid-Atlantic shall sell, transfer and assign to ADS/V all right, title and interest in and to BTI’s and Mid-Atlantic’s Units and all of their respective interests with respect to the Company, free and clear of all liens, claims and encumbrances, with customary fundamental representations addressing authority to transfer the Units and interests and lack of knowledge of any adverse claims not known by ADS/V. BTI and Mid-Atlantic shall execute all documents and take such other actions as may be reasonably necessary or desirable to effectuate the transfer of the Units and to carry out the purposes of this provision. ADS/V shall pay for such Units in cash or immediately available Federal funds, at the direction of BTI and Mid-Atlantic. The closing of such transactions shall occur as soon as practicable but in no event more than thirty (30) days after the put or call rights are initiated by written notice.

Put/Call Rights. (a) Except as provided in section 6.2 hereof, from the Effective Date through March 31, 2016, no Member shall have any put-call rights. (bi) At any time, and from time during Fiscal Year 2017 (April 1to time, 2016 through March 31after the fifth anniversary of the Closing Date, 2017), BTI and Mid-Atlantic Universal shall have the right to put purchase all (but not less than all) the Common Interests of their Units USAi and its Affiliates (the "USAi Call"), and (ii) at any time, and from time to ADS/V time, after the eighth anniversary of the Closing Date, USANi Sub shall have the right to require Universal to purchase all (but not less than all) its and its Affiliates' Common Interests (the "USAi Put"), in each case at a per Unit purchase price equal to the Company’s Fiscal Year 2016 EBITDA (based Appraised Value thereof. Notwithstanding the foregoing, for so long as USAi or its Affiliates shall be the holder of any Preferred Interests, at the election of USANi Sub, any Call or Put under this Section 10.03(a) shall only be applicable to a portion of the Common Interests of USANi Sub and its Affiliates such that upon the final audited EBITDA consummation of the Company) multiplied by 7 applicable purchase and then divided by sale USAi and its Affiliates would retain a Participation Percentage of 1%, and in such event the total number determination of outstanding Units Appraised Value shall only apply to the portion of the Company Common Interests of USAi and its Affiliates subject to determine the per Unit pricesuch Call or Put. (ci) At any time after the end first anniversary of Fiscal Year 2017the Closing Date, BTI and Mid-Atlantic shall Diller (or his executor, administrator or trustee, as the case may be) xxxxl have the right to put sell all (but not less than all) its Common Interests to Universal (the "Diller Put"), and (ii) at any time after the later of their Units (A) the second xxxxxxrsary of the Closing Date and (B) such time that Diller is no longer chief executive officer of the Partnership, Univexxxx xhall have the right to ADS/V purchase all (but not less than all) the Common Interests of Diller (the "Diller Call"), in each case at a per Unit purchase price equal to EBITDA xxx xreater xx (x) the Appraised Value thereof and (y) $275,000,000. In the event that Diller's employment is terminated without Cause or as a result of his xxxxx, Diller terminates his employment for Good Reason or Diller becomes Disabled, the Company’s most recent completed Fiscal Year Diller Put shall become thereafter exercxxxxxx (based by Diller, or his exexxxxx, administrator, or trustee, as the case may bx) xxxediately upon such termination or upon becoming Disabled. (c) A Call or a Put may be exercised by the final audited EBITDA applicable party by providing notice to Universal in the case of a Put, USA in the case of a USAi Call, or Diller in the case of a Diller Call, in each case in accordance with Xxxxxxn 14.01. The purchxxx xxd sale of the Company for such Fiscal Year) multiplied by 6 Selling Party's Common Interests shall be consummated at a closing the date and then divided time of which shall be selected by the total number of outstanding Units Purchasing Party and provided in writing at least seven days prior thereto; provided that such date shall not be later than the 20th Business Day following the date of the Company determination of the Appraised Value. Except as set forth in Section 10.03(e), at such closing, the Purchasing Party shall cause to determine be paid to the per Unit Selling Party the applicable purchase price, by wire transfer of immediately available funds, against delivery by the Selling Party of one or more duly executed assignments and bills of sale (in form and substance reasonably satisfactory to the Purchasing Party, but in any event which shall not include any provision for indemnification) assigning its Common Interests to the Purchasing Party, free and clear of any Liens. (d) At any time after the end of Fiscal Year 2016 (April 1, 2015 through March 31, 2016), ADS/V The Appraised Value shall have a call right requiring BTI and Mid-Atlantic to sell all of their Units to ADS/V upon the earlier to occur of the following: be determined as follows: (i) subject to clause (iii) below, within 15 days from the Company generating $5,000,000 EBITDA during any completed Fiscal Year (based upon date of notice given pursuant to Section 10.03(c), the final audited EBITDA Selling Party and the Purchasing Party shall each notify the other and the Partnership in writing of their respective selection of an Investment Bank; provided that if either such party fails to notify the other of its selection within such period, the determination of the Company Appraised Value of such Common Interests shall be rendered by the single Investment Bank already selected, within 45 days from the date of its selection, by notice to all the foregoing parties, and such determination shall be deemed to be the Appraised Value of such Common Interests and shall be final for such Fiscal Year) or purposes hereof; (ii) within 45 days from the completion date of Fiscal Year 2018their selection, the Selling Party's Investment Bank and the Purchasing Party's Investment Bank shall jointly notify the Selling Party and the Purchasing Party in writing of their determination of the Appraised Value of such Common Interests (determined as set forth in the definition thereof), or, if such Investment Banks are unable to agree on such a value (unless the lower individual valuation is within 10% of the higher individual valuation, in which case the two valuations shall be averaged), of their selection of a third Investment Bank, in which case such Investment Banks shall notify such third Investment Bank in writing of their respective determinations of the Appraised Value concurrently with the delivery of the notice described above, following which such third Investment Bank shall, within 30 days, notify all of the foregoing parties of its selection of one of the two original determinations of the Appraised Value, (the "Selected Appraisal"), which Selected Appraisal shall be chosen by such third Investment Bank based on its determination that the Selected Appraisal more closely reflected the Appraised Value of such Common Interests (determined as set forth in the definition thereof) than the other original determination. The per Unit purchase price for this call right Selected Appraisal shall be deemed to be the Appraised Value of such Common Interests and shall be final for purposes hereof. The costs of such determination process shall be borne equally by the Purchasing Party and the Selling Party; and (iii) if at any time prior to the second anniversary of the Closing Date Diller ceases to serve as the chief executive officer of thx Xxxxnership, Universal and Diller shall promptly initiate the process set forth in claxxxx (i) if the call right is exercised prior to Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year and (based upon the final audited EBITDA of the Company for such Fiscal Yearii) multiplied by 7 and then divided by the total number of outstanding Units of the Company above to determine the per Unit price or (ii) if the call right is exercised on or after Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA Appraised Value of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units Partnership as of the Company time of such cessation, and such Appraised Value shall be deemed to determine be the per Unit price. For purposes of Calculating EBITDA, annual research and development expenses Appraised Value of the Company in excess Partnership with respect to the subsequent exercise of $100,000 will be added back to EBITDAa Diller Put or a Diller Call. (e) At the election of the Puxxxxxxng Party, xxxxxxt of the purchase price upon the exercise of a Call or a Put may be made in Vivendi Ordinary Shares having a Market Value at the time of closing equal to the applicable purchase price set forth in Section 10.03(a) or Section 10.03(b), in which case the Selling Party shall be entitled to the rights set forth in Section 10.03(f) and 10.03(g). At the closing of any Put or Call pursuant to this Section 10.03(e), Universal shall deliver to USAi or its Affiliates or Diller, as the case may be, validly issued Vivendi Ordinary Shares (ox, xx Diller requests, other common equity securities of Vivendi listed on xx xxxhange other than that on which the transactions contemplated in section 6.1 hereof, BTI Vivendi Ordinary Shares are listed and Mid-Atlantic shall sell, transfer and assign to ADS/V all right, title and interest in and to BTI’s and Mid-Atlantic’s Units and all representing an equivalent number of their respective interests with respect to the Company, Vivendi Ordinary Shares) free and clear of all liensLiens (other than Permitted Liens). The ability of any successor or new parent entity to Vivendi to issue shares hereunder shall be subject to (i) satisfaction of the trading volume provisions of the definition of Vivendi Ordinary Shares and (ii) the Selling Party receiving less than 5% of the outstanding common stock or ordinary shares of such successor or new parent entity in such issuance. (i) Vivendi shall provide the Selling Party with, claims and encumbrancesthe Selling Party shall be entitled to, with customary fundamental representations addressing authority registration rights relating to any Vivendi Ordinary Shares received pursuant to Section 10.03(e) (including the ability to transfer registration rights (but not to exceed in the Units aggregate the total number of registration rights to which the Selling Party is entitled under Section 10.3(f)(ii) in connection with the sale or other disposition of all or a portion of its Vivendi Ordinary Shares). In the event Vivendi Ordinary Shares are listed or quoted on more than one national securities exchange (or Nasdaq), whether in the form of shares, depositary shares or receipts therefor, the Selling Party may elect the type of security (or combination of securities) to be issued to it (such securities sometimes being referred to in paragraph (g) or this paragraph (f) of Section 10.03 as "Vivendi Ordinary Shares") and interests such securities shall be issued in an aggregate amount representing the amount of the Vivendi Ordinary Shares that would otherwise have been issued. Vivendi, each of the Partners and lack the Partnership each hereby agrees to cooperate and use its reasonable best efforts to provide for the prompt marketability of knowledge the Vivendi Ordinary Shares to be received hereunder, including, if requested by USAi or Diller, as applicable, through the advance preparation and filing by Xxxxxxi of (x) a registration statement in order that such registration statement may become effective simultaneously with the closing of the Put or Call giving rise to the registration rights under this paragraph (f), and (y) any other regulatory filings or notices. (ii) If requested by a Selling Party, Vivendi shall be required promptly to cause the Vivendi Ordinary Shares owned by such Selling Party or its Affiliates to be registered under the Securities Act and/or any applicable securities laws of any adverse claims foreign jurisdiction in order to permit such Selling Party or such Affiliate to sell such shares in one or more (but not known by ADS/V. BTI more than, in the case of USAi, three, and Mid-Atlantic in the case of Diller, two) registered public offerings (each, a "Demand Registratiox"). Xach Selling Party shall execute all documents and take also be entitled to customary piggyback registration rights and, except pursuant to agreements in effect on the date hereof, no other Person shall be entitled to piggyback registration rights with respect to a Selling Party's Demand Registration, without such other actions as may be reasonably necessary or desirable to effectuate the transfer of the Units and to carry out the purposes of this provision. ADS/V shall pay for such Units in cash or immediately available Federal funds, at the direction of BTI and Mid-Atlantic. The closing of such transactions shall occur as soon as practicable but in no event more than thirty (30) days after the put or call rights are initiated by written notice.Selling Party's

Put/Call Rights. (a) Except as provided in section 6.2 hereof, from the Effective Date through March 31, 2016, no Member shall have any put-call rights. (bi) At any time, and from time during Fiscal Year 2017 (April 1to time, 2016 through March 31after the fifth anniversary of the Closing Date, 2017), BTI and Mid-Atlantic Universal shall have the right to put purchase all (but not less than all) the Common Interests of their Units USAi and its Affiliates (the "USAi Call"), and (ii) at any time, and from time to ADS/V time, after the eighth anniversary of the Closing Date, USANi Sub shall have the right to require Universal to purchase all (but not less than all) its and its Affiliates' Common Interests (the "USAi Put"), in each case at a per Unit purchase price equal to the Company’s Fiscal Year 2016 EBITDA (based Appraised Value thereof. Notwithstanding the foregoing, for so long as USAi or its Affiliates shall be the holder of any Preferred Interests, at the election of USANi Sub, any Call or Put under this Section 10.03(a) shall only be applicable to a portion of the Common Interests of USANi Sub and its Affiliates such that upon the final audited EBITDA consummation of the Company) multiplied by 7 applicable purchase and then divided by sale USAi and its Affiliates would retain a Participation Percentage of 1%, and in such event the total number determination of outstanding Units Appraised Value shall only apply to the portion of the Company Common Interests of USAi and its Affiliates subject to determine the per Unit pricesuch Call or Put. (ci) At any time after the end first anniversary of Fiscal Year 2017the Closing Date, BTI and Mid-Atlantic shall Diller (or his executor, administrator or trustee, as the case may be) xxxxl have the right to put sell all (but not less than all) its Common Interests to Universal (the "Diller Put"), and (ii) at any time after the later of their Units (A) the second xxxxxxrsary of the Closing Date and (B) such time that Diller is no longer chief executive officer of the Partnership, Univexxxx xhall have the right to ADS/V purchase all (but not less than all) the Common Interests of Diller (the "Diller Call"), in each case at a per Unit purchase price equal to EBITDA xxx xreater xx (x) the Appraised Value thereof and (y) $275,000,000. In the event that Diller's employment is terminated without Cause or as a result of his xxxxx, Diller terminates his employment for Good Reason or Diller becomes Dixxxxxx, the Company’s most recent completed Fiscal Year Diller Put shall become thereafter exercxxxxxx (based by Diller, or his exexxxxx, administrator, or trustee, as the case may bx) xxxediately upon such termination or upon becoming Disabled. (c) A Call or a Put may be exercised by the final audited EBITDA applicable party by providing notice to Universal in the case of a Put, USA in the case of a USAi Call, or Diller in the case of a Diller Call, in each case in accordance with Xxxxxxn 14.01. The purchxxx xxd sale of the Company for such Fiscal Year) multiplied by 6 Selling Party's Common Interests shall be consummated at a closing the date and then divided time of which shall be selected by the total number of outstanding Units Purchasing Party and provided in writing at least seven days prior thereto; provided that such date shall not be later than the 20th Business Day following the date of the Company determination of the Appraised Value. Except as set forth in Section 10.03(e), at such closing, the Purchasing Party shall cause to determine be paid to the per Unit Selling Party the applicable purchase price, by wire transfer of immediately available funds, against delivery by the Selling Party of one or more duly executed assignments and bills of sale (in form and substance reasonably satisfactory to the Purchasing Party, but in any event which shall not include any provision for indemnification) assigning its Common Interests to the Purchasing Party, free and clear of any Liens. (d) At any time after the end of Fiscal Year 2016 (April 1, 2015 through March 31, 2016), ADS/V The Appraised Value shall have a call right requiring BTI and Mid-Atlantic to sell all of their Units to ADS/V upon the earlier to occur of the following: be determined as follows: (i) subject to clause (iii) below, within 15 days from the Company generating $5,000,000 EBITDA during any completed Fiscal Year (based upon date of notice given pursuant to Section 10.03(c), the final audited EBITDA Selling Party and the Purchasing Party shall each notify the other and the Partnership in writing of their respective selection of an Investment Bank; provided that if either such party fails to notify the other of its selection within such period, the determination of the Company Appraised Value of such Common Interests shall be rendered by the single Investment Bank already selected, within 45 days from the date of its selection, by notice to all the foregoing parties, and such determination shall be deemed to be the Appraised Value of such Common Interests and shall be final for such Fiscal Year) or purposes hereof; (ii) within 45 days from the completion date of Fiscal Year 2018their selection, the Selling Party's Investment Bank and the Purchasing Party's Investment Bank shall jointly notify the Selling Party and the Purchasing Party in writing of their determination of the Appraised Value of such Common Interests (determined as set forth in the definition thereof), or, if such Investment Banks are unable to agree on such a value (unless the lower individual valuation is within 10% of the higher individual valuation, in which case the two valuations shall be averaged), of their selection of a third Investment Bank, in which case such Investment Banks shall notify such third Investment Bank in writing of their respective determinations of the Appraised Value concurrently with the delivery of the notice described above, following which such third Investment Bank shall, within 30 days, notify all of the foregoing parties of its selection of one of the two original determinations of the Appraised Value, (the "Selected Appraisal"), which Selected Appraisal shall be chosen by such third Investment Bank based on its determination that the Selected Appraisal more closely reflected the Appraised Value of such Common Interests (determined as set forth in the definition thereof) than the other original determination. The per Unit purchase price for this call right Selected Appraisal shall be deemed to be the Appraised Value of such Common Interests and shall be final for purposes hereof. The costs of such determination process shall be borne equally by the Purchasing Party and the Selling Party; and (iiii) if the call right is exercised at any time prior to Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA second anniversary of the Company for such Fiscal Year) multiplied by 7 and then divided by Closing Date Diller ceases to serve as the total number of outstanding Units chief executive officer of the Company Paxxxxxxhip, Universal and Diller shall promptly initiate the process set forth in clauses (x) xnd (ii) above to determine the per Unit price or (ii) if the call right is exercised on or after Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA Appraised Value of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units Partnership as of the Company time of such cessation, and such Appraised Value shall be deemed to determine be the per Unit price. For purposes of Calculating EBITDA, annual research and development expenses Appraised Value of the Company in excess Partnership with respect to the subsequent exercise of $100,000 will be added back to EBITDAa Diller Put or a Diller Call. (e) At the election of the Xxxxxxsing Party, xxxxent of the purchase price upon the exercise of a Call or a Put may be made in Vivendi Ordinary Shares having a Market Value at the time of closing equal to the applicable purchase price set forth in Section 10.03(a) or Section 10.03(b), in which case the Selling Party shall be entitled to the rights set forth in Section 10.03(f) and 10.03(g). At the closing of any Put or Call pursuant to this Section 10.03(e), Universal shall deliver to USAi or its Affiliates or Diller, as the case may be, validly issued Vivendi Ordinary Shares (ox, xx Diller requests, other common equity securities of Vivendi listed on xx xxxhange other than that on which the transactions contemplated in section 6.1 hereof, BTI Vivendi Ordinary Shares are listed and Mid-Atlantic shall sell, transfer and assign to ADS/V all right, title and interest in and to BTI’s and Mid-Atlantic’s Units and all representing an equivalent number of their respective interests with respect to the Company, Vivendi Ordinary Shares) free and clear of all liensLiens (other than Permitted Liens). The ability of any successor or new parent entity to Vivendi to issue shares hereunder shall be subject to (i) satisfaction of the trading volume provisions of the definition of Vivendi Ordinary Shares and (ii) the Selling Party receiving less than 5% of the outstanding common stock or ordinary shares of such successor or new parent entity in such issuance. (i) Vivendi shall provide the Selling Party with, claims and encumbrancesthe Selling Party shall be entitled to, with customary fundamental representations addressing authority registration rights relating to any Vivendi Ordinary Shares received pursuant to Section 10.03(e) (including the ability to transfer registration rights (but not to exceed in the Units aggregate the total number of registration rights to which the Selling Party is entitled under Section 10.3(f)(ii) in connection with the sale or other disposition of all or a portion of its Vivendi Ordinary Shares). In the event Vivendi Ordinary Shares are listed or quoted on more than one national securities exchange (or Nasdaq), whether in the form of shares, depositary shares or receipts therefor, the Selling Party may elect the type of security (or combination of securities) to be issued to it (such securities sometimes being referred to in paragraph (g) or this paragraph (f) of Section 10.03 as "Vivendi Ordinary Shares") and interests such securities shall be issued in an aggregate amount representing the amount of the Vivendi Ordinary Shares that would otherwise have been issued. Vivendi, each of the Partners and lack the Partnership each hereby agrees to cooperate and use its reasonable best efforts to provide for the prompt marketability of knowledge the Vivendi Ordinary Shares to be received hereunder, including, if requested by USAi or Diller, as applicable, through the advance preparation and filing by Xxxxxxi of (x) a registration statement in order that such registration statement may become effective simultaneously with the closing of the Put or Call giving rise to the registration rights under this paragraph (f), and (y) any other regulatory filings or notices. (ii) If requested by a Selling Party, Vivendi shall be required promptly to cause the Vivendi Ordinary Shares owned by such Selling Party or its Affiliates to be registered under the Securities Act and/or any applicable securities laws of any adverse claims foreign jurisdiction in order to permit such Selling Party or such Affiliate to sell such shares in one or more (but not known more than, in the case of USAi, three, and in the case of Diller, two) registered public offerings (each, a "Demand Registratiox"). Each Selling Party shall also be entitled to customary piggyback registration rights and, except pursuant to agreements in effect on the date hereof, no other Person shall be entitled to piggyback registration rights with respect to a Selling Party's Demand Registration, without such Selling Party's consent. If the amount of shares sought to be registered by ADS/V. BTI a Selling Party and Mid-Atlantic its Affiliates pursuant to any Demand Registration is reduced by more than 25% pursuant to any underwriters' cutback, then such Selling Party may elect to request Vivendi to withdraw such registration, in which case, such registration shall execute all documents and take not count as one of such other actions as may Selling Party's Demand Registrations. If a Selling Party requests that any Demand Registration be an underwritten offering, then such Selling Party shall select the underwriter(s) to administer the offering, provided that such underwriter(s) shall be reasonably necessary satisfactory to Vivendi. If a Demand Registration is an underwritten offering and the managing underwriter advises the Selling Party initiating the Demand Registration in writing that in its opinion the total number or desirable dollar amount of securities proposed to effectuate be sold in such offering is such as to materially and adversely affect the transfer success of such offering, then Vivendi will include in such registration, first, the securities of the Units initiating Selling Party, and, thereafter, any securities to be sold for the account of others who are participating in such registration (as determined on a fair and equitable basis by Vivendi). In connection with any Demand Registration or inclusion of a Selling Party's or its Affiliate's shares in a piggyback registration, Vivendi, such Selling Party and/or its Affiliates shall enter into an agreement containing terms (including representations, covenants and indemnities by Vivendi and such Selling Party), and shall be subject to carry out limitations, conditions, and blackout periods, customary for a secondary offering by a selling stockholder. The costs of the purposes of this provisionregistration (other than underwriting discounts, fees and commissions, except as provided herein) shall be paid by Vivendi. ADS/V Vivendi shall pay for such Units up to 1% of gross proceeds in cash or immediately available Federal fundsthe aggregate of any underwriting discounts, at fees and commissions related to the direction registration of BTI shares on the behalf of Diller. (iii) If Vivendi and Mid-Atlantic. The closing a Selling Party cannox xxxxe as to what constitutes customary terms within 10 days of such transactions Selling Party's request for registration (whether in a Demand Registration or a piggyback registration), then such determination shall occur as soon as practicable but in be made by a law firm of national reputation mutually acceptable to Vivendi and such Selling Party. In no event more than thirty (30) days after shall the put or call rights are initiated by written noticeinability of the parties to come to agreement on customary terms delay in any way the registration of a Selling Party's Vivendi Ordinary Shares hereunder.

Put/Call Rights. In the event your employment with the Company is terminated for any reason other than for Cause, and if the Company is not publicly traded on an established stock exchange at such time, you (aor your estate) Except as provided in section 6.2 hereof, from the Effective Date through March 31, 2016, no Member shall have any put-call rights. (b) At any time during Fiscal Year 2017 (April 1, 2016 through March 31, 2017), BTI and Mid-Atlantic shall have the a right to put all Put to the Company any stock of their Units to ADS/V the Company you own at the date of termination, and the Company shall redeem such stock from you at a per Unit price equal to fair market value; or, in the Company’s Fiscal Year 2016 EBITDA event of such Termination, other than for Cause, the Company shall have a right to Call upon you (based upon or your estate) and you (or your estate) shall sell to the final audited EBITDA of Company the Company) multiplied by 7 and then divided by the total number of outstanding Units stock of the Company you own at the date of termination to determine the per Unit price. (c) At any time after the end of Fiscal Year 2017, BTI and Mid-Atlantic shall have the right to put all of their Units to ADS/V Company at a per Unit price equal to EBITDA fair market value. The term fair market value for this Section shall mean the highest price at which the Company has sold its stock in a bona-fide transaction of more than $5 million dollars with an unaffiliated third party purchaser(s) in the twelve (12) months preceding the date of termination. If no such sale has taken place, the parties shall mutually agree upon an independent appraiser to determine such fair market value of the stock. Payment for the Company’s most recent completed Fiscal Year (based upon stock, under this Section, shall be made at the final audited EBITDA later of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. (d) At any time after the end of Fiscal Year 2016 (April 1, 2015 through March 31, 2016), ADS/V shall have a call right requiring BTI and Mid-Atlantic to sell all of their Units to ADS/V upon the earlier to occur of the following: (i) one hundred and eighty (180) days from the Company generating $5,000,000 EBITDA during any completed Fiscal Year (based upon the final audited EBITDA date of the Company for such Fiscal Year) termination or (ii) the completion date of Fiscal Year 2018final fair market value appraisal. The per Unit purchase price for In the event a Put is exercised by you (or your estate), under this call right shall be (i) Section, and if the call right Company is exercised prior unable to Xxxxx 0, 0000, XXXXXX for make full payment at the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA date of the Company for such Fiscal Year) multiplied by 7 and then divided by the total number of outstanding Units of the Company Put exercise due to determine the per Unit price or (ii) if the call right is exercised on or after Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. For purposes of Calculating EBITDA, annual research and development expenses of the Company in excess of $100,000 will be added back to EBITDA. (e) At the closing of any of the transactions contemplated in section 6.1 hereof, BTI and Mid-Atlantic shall sell, transfer and assign to ADS/V all right, title and interest in and to BTI’s and Mid-Atlantic’s Units and all of their respective interests with respect an unreasonable financial burden to the Company, free and clear of all liens, claims and encumbrances, the Company shall have up to five years to make payments to you in equal quarterly installments with customary fundamental representations addressing authority to transfer the Units and interests and lack of knowledge of any adverse claims not known by ADS/V. BTI and Mid-Atlantic shall execute all documents and take such other actions as may be reasonably necessary or desirable to effectuate the transfer of the Units and to carry out the purposes of this provision. ADS/V shall pay for such Units in cash or immediately available Federal funds, interest at the direction of BTI and Mid-Atlantic. The closing of rate equal to prime rate announced from time to time by Citibank, N.A. ("Interest") Provided, further, the Company shall have a right, if it is unable to make such transactions shall occur as soon as practicable quarterly payment, to defer one quarter payment each year, until such time it has sufficient capital to make such payment, but in no event more later than thirty (30) days after the put or call rights are initiated by written noticeexpiration of the fifth year, with the deferred payment accruing Interest.