Common use of Put Option Clause in Contracts

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "PUT OPTION"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "PUT OPTION PRICE"); PROVIDED, HOWEVER, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; PROVIDED, HOWEVER, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in SECTION 3.3) will be paid in connection with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to SECTION 3.3.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg and/or DTC deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.05 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) At any time after March 31, 2010, upon written demand from the Warrantholder (such written demand, the “Put Notice”), the Company hereby grants to Lender an option shall purchase and the Warrantholder shall sell the number of Warrants indicated in the Put Notice (the “Put Option”) at a price equal to sell all or any portion the Fair Market Value of such Warrants. For purposes of this Section 13, “Fair Market Value” of a Warrant shall be the fair market value of the Issued Shares Warrant determined as of the date of delivery of the Put Notice to the Company by reference to the current fair market value of Common Stock if such current fair market value can be determined pursuant to Section 3(a) hereof. If such current fair market value cannot be determined pursuant to Section 3(a) hereof, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined as of the date of delivery of the Put Notice to the Company, as agreed between the Company and the Warrantholder as the result of good faith negotiations between them, within fifteen (15) days of the date of delivery of the Put Notice to the Company. If the Company and the Warrantholder are not able to agree on the Fair Market Value of a Warrant pursuant to the preceding sentence within fifteen (15) days of the date of delivery of the Put Notice to the Company, “Fair Market Value” of a Warrant shall be the fair market value of the Warrant, determined in each case as of the date of delivery of the Put Notice to the Company, by an independent appraiser or independent appraisers as follows: (i) within 15 days of delivery of the Put Notice to the Company, the Warrantholder shall select an independent appraiser (the “Put SharesWarrantholder Independent Appraiser”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of provide written notice to the Company of the identity of such independent appraiser, and the Company shall select an independent appraiser (the “Put NoticeCompany Independent Appraiser”)) and provide written notice to the Warrantholder of the identity of such independent appraiser. The Put Notice Company and the Warrantholder shall specify instruct the date on which Company Independent Appraiser and the closing Warrantholder Independent Appraiser to work together in good faith to select a third independent appraiser (the “Mutual Independent Appraiser”) within 20 days of the purchase delivery of the Put Shares Notice to the Company. (ii) Fair Market Value shall take place be as determined by the Warrantholder Independent Appraiser; provided that if, within five days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, the Company provides written notice to the Warrantholder that the Company objects to such determination, the Company shall obtain, as promptly as is reasonably practicable and in any event within 30 days of receipt of the determination of Fair Market Value made by the Warrantholder Independent Appraiser, a determination of fair market value from the Company Independent Appraiser (each of the determination of fair market value of the Warrantholder Independent Appraiser and the determination of fair market value of the Company Independent Appraiser, a “Party Determination” and together the “Put Closing DateParty Determinations”) and shall, within five days of receipt thereof, provide written notice of such determination to the Warrantholder. (iii) In the event that the Company obtains a determination of fair market value from the Company Independent Appraiser pursuant to the foregoing subclause (ii), (A) in the event that the lower of the Party Determinations is not more than 10% lower that the higher of the Party Determinations, Fair Market Value shall be the average of the Party Determinations, and (B) in the event that the lower of the Party Determinations is 10% or more lower than the higher of the Party Determinations, the parties shall obtain, as promptly as is reasonably practicable and in any event within 30 days of the receipt of the determination of the Company Independent Appraiser, a determination of fair market value from the Mutual Independent Appraiser (a “Mutual Determination”). (iv) In the event that the parties obtain a Mutual Determination pursuant to the foregoing subclause (iii), which (X) if the Mutual Determination is greater than the lower of the Party Determinations, but lesser than the higher of the Party Determinations, then Fair Market Value shall be the Mutual Determination, (Y) if the Mutual Determination is less than or equal to the lower of Party Determinations, then Fair Market Value shall be the lower of the Party Determinations, and (Z) if the Mutual Determination is equal to or greater than the higher of the Party Determinations, then Fair Market Value shall be the higher of the Party Determinations. The Company agrees to cooperate with the appraisers and to provide the appraisers with such access to the Company’s books, records and personnel as the appraisers might reasonably require in making such determinations. The fees and expenses of any such determination made by the appraisers shall be borne by the Company. The Fair Market Value of the Warrants shall be based upon a valuation of the Company as if all of its operations were being sold to a single purchaser in an arm’s length transaction between a willing purchaser and a willing seller through a disposition of all of its stock or assets and such valuation shall be determined without regard to the fact that the shares issuable upon exercise of the Warrants may constitute a minority ownership interest in a closely held corporation and shall not give effect to any discount for lack of liquidity of the Warrants or the shares issuable upon exercise of the Warrants, the fact that the Warrants or the shares issuable upon exercise of the Warrants may not be registered under the Securities Act or any contractual restrictions limiting the ability of the Warrantholder to dispose of the Warrants or the shares issuable upon exercise of the Warrants or limiting the ability of a transferee of such shares to transfer such shares. (b) The Put Option can be exercised for all or some of the Warrants and on up to three (3) occasions; provided that the Put Option cannot be exercised more than twice in any calendar year. (c) The consummation of any exercise of the Put Option shall occur on such date shall as may be agreed between the Warrantholder and the Company but in no earlier than ten (10) days but no event later than thirty (30) days from after the date later of (i) delivery of the applicable Put Notice. On or before Notice and (ii) the Put Closing Date, Lender will deliver to determination of the Company Fair Market Value of the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Warrants subject to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateSection 13(a) hereof.

Put Option. 9.1 The Company Initial Bison Party hereby grants to Lender an option the Company the right for the Company to require any Bison Parties to purchase all, but not some only, of the shares in LuxCo1 held by the Company at the Put Option Price (the “Put Option”). For the avoidance of doubt, the Put Option is personal to the Company. No other person shall have any rights pursuant to the Put Option and the Put Option may not be transferred to any person under any circumstances. 9.2 The Put Option shall only be exercisable by the Company giving notice (a “Put Option Notice”) in writing to sell the Bison Parties: 9.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of Cyprus1 and (ii) the date on which all or any portion amounts payable under the SPA in respect of the Issued Shares earnout arrangements contemplated by Clause 2.2.2 of the SPA have been repaid or determined to be zero and ending in either case 45 days thereafter (the “2010 Put SharesOption Period”) to ); provided, however, that the Company for a total purchase price of $195,000, pro-rated for any portion thereof (may not exercise the “Put Price”). The Put Option may be exercised with respect to any amount that during the 2010 Put Option Period unless the 2009 Operating Group EBITDA is equal to or less than the entire balance of the outstanding Put Shares, at any time exceeds USD 55 million; 9.2.2 during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which that the audited 2010 Operating Group accounts are approved by the board of Cyprus1 and ending 45 days thereafter (the “2011 Put Option Period”); provided, however, that the Company may not exercise the Put Option during the 2011 Put Option Period unless the 2010 Operating Group EBITDA is nine equal to or exceeds USD 65 million. 9.3 If a Call Option Notice has been served pursuant to Clause 8.2, the Lion Parties shall not be entitled to serve a Put Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 9.3, a day shall mean a period from midnight to midnight in London. 9.4 The Put Option shall expire one day after the end of the 2011 Put Option Period, unless otherwise extended pursuant to Clause 9.6 below (9) months after the “Put Option Expiry Date”). 9.5 The Put Option Price payable by the Bison Parties to the Company shall be an amount payable in USD, and: 9.5.1 if the Company exercises the Put Option during the 2010 Put Option Period, shall be an amount equal to the 2010 Put Option Equity Value, multiplied by the prevailing Cayco Share; or 9.5.2 if the Company exercises the Put Option during the 2011 Put Option Period, shall be an amount equal to the 2011 Put Option Equity Value multiplied by the Prevailing Cayco Share. 9.6 If during the 2010 Put Option Period the Bison Parties exercise their rights to extend the Call Option under Clause 8.7 above, the Put Option will expire on the date of the expiry of the 2012 Call Option Period, and the Company may exercise the Put Option for a period of 45 days commencing on the date that the registration statement for the registration of the Issued Shares is declared effective audited 2011 Operating Group accounts are approved by the SEC . If not exercised during the Put Periodboard of Cyprus1, except that in such instance the Put Option Price shall terminate be an amount equal to the 2012 Put Option Equity Value, multiplied by the prevailing CayCo Share; provided, however, that the Company may not exercise the Put Option during such additional Put Option Period unless the 2011 Operating Group EBITDA is equal to or exceeds USD 75 million. 9.7 If the transfer of the shares which are the subject of the Put Option Notice under Clause 9.2 (the “Put Transfer”) requires Anti-Trust Approval, the Bison Parties undertake to the Lion Parties and the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. In connection with obtaining Anti Trust Approval, the Bison Parties shall: 9.7.1 promptly notify the Lion Parties upon becoming aware of any matter or issue which may threaten, prevent, or delay the timely acquisition of the Anti-Trust Approval; 9.7.2 promptly provide the Lion Parties with copies of any correspondence or other communications to or from any competition authority relating to any Requirements, or details in the case of oral communications, and with copies of any written statement, order or decision of any competition authority, in each case to the extent allowed by applicable law; 9.7.3 without limitation to the provisions of Clause 9.7.2, provide the Lion Parties with a final draft of all submissions, notifications, filings, and other communications to any competition authority, at such time as will allow the Lion Parties a reasonable opportunity to review and provide comments prior to their submission and shall take into account all reasonable comments made by the Lion Parties; 9.7.4 allow the Lion Parties to participate in any discussions and/or negotiations with any competition authority, providing that the Lion Parties and the Bison Parties, together with their legal advisers, shall be able to attend any meetings, hearings or telephone conferences with the competition authority (provided that in the case of meetings where information that is commercially sensitive to the Bison Parties is likely to be discussed, the Bison Parties shall be entitled to exclude the Lion Parties from such meeting, but shall not unreasonably refuse to allow the Lion Parties’ legal advisers to be present); and 9.7.5 regularly review with the Lion Parties the progress of all notifications or filings. 9.8 The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted. 9.9 Without prejudice to the provisions of Clause 9.7, if Anti-Trust Approval will only be granted subject to Requirements, the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirements as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligations of the Bison Parties contained in Clause 9.7 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 9.9, if within 60 Days of the Put Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Put Option Exercise Date; provided that, subject to Clause 9.10 and following consultation with the Lion Parties, if it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they would be required to accept would have an effect that it is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall not be required as part of their obligations under Clauses 9.7 and this Clause 9.9 to agree such Requirements. In such a case, all rights under the Put Option in respect of that Put Option Period shall lapse and be of no further force or effect. The effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Put Option in that Put Option Period. 9.10 If it becomes apparent to the Lion Parties, acting reasonably, during the course of seeking Anti-Trust Approval, that Anti-Trust Approval will be granted if the Group makes disposals or restructures any of its assets or business, the Company may, in its sole discretion, make such disposals (subject always to the provisions of Clauses 11.2 and 11.4), or enact any necessary restructuring of the Group, to allow Anti-Trust Approval to be granted. If the Company makes such disposals or enacts such restructuring the 120 day period for obtaining Anti-Trust Approval provided for in Clauses 9.9 and 9.11 shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify extended until 90 days from the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On disposal or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option restructuring is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partycompleted. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, 9.11 In relation to accelerate the exercise of the Put Option within a Put Option Exercise Period, if Anti-Trust Approval is not obtained within 120 days from the Put Option Exercise Date, or such longer period as determined pursuant to Clause 9.10, unless the Lion Parties and the Bison Parties have agreed otherwise, the Put Option (in relation to that Put Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Put Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 9.7, 9.9, and 9.15 prior to such lapse. 9.12 The Parties agree that, in the calculation of Put Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 9.13 Completion of the sale and purchase of the shares which are the subject of the Put Option Notice under Clause 9.2 will, subject to the provisions of Clause 8.22, occur upon the later of (i) the end of the relevant Put Option Period and (ii) ten Business Days following receipt of Anti-Trust Approval, and on such completion: 9.13.1 against delivery in accordance with Clause 9.13.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Party), a Fundamental Transaction sum equal to the Put Option Price; 9.13.2 the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; 9.13.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares; and 9.13.4 the Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the transfer of the relevant shares pursuant to this clause. 9.14 If the Company exercises the Put Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the Loan LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 shareholders Agreement). 9.15 If the Company exercises the Put Option in accordance with its terms and the Bison Parties (i) breach their obligations under this Agreement to purchase from the Company the shares in LuxCo1; and/or (ii) fail to comply with either their “best efforts” obligation under Clause 9.7 or any obligation under Clause 9.9 and, in either case, Anti-Trust Approval is not obtained within a period of 120 days from the Put Option Exercise Date (or such longer period as follows: The determined pursuant to Clause 9.10), the Bison Parties shall pay to the Company shall send written notice of an amount equal to 2.5 times Operating Group EBITDA for the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days Financial Year ending prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise exercise by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure Such amount is agreed between the Company and the Bison Parties to timely notify be a genuine pre-estimate of the loss suffered by the Company of Lender’s intention to accelerate the Put Option breach by the Bison Parties of their obligations under this Clause 9. 9.16 The Company shall be deemed an intention entitled to decline set off any amounts payable to accelerate it by the Put OptionBison Parties under Clause 9.15 against any amounts which might otherwise be distributed to the Bison Parties upon a distribution made by the Company to the Shareholders. 6.2 In addition9.17 If for any reason Clause 9.15 or Clause 8.18 is held to be illegal, notwithstanding invalid or unenforceable, whether in whole or in part, such illegality, invalidity or unenforceability will be without prejudice to any other Clause of this Agreement and shall not invalidate or render illegal or unenforceable any other Clause of this Agreement. 9.18 The Company and the foregoingBison Parties agree that, Lender shall have without the right, but not the obligation, to accelerate the exercise consent of the Put Option following an Event of Default under the Loan Documents other (which acceleration right shall such consent not to be waived if not exercised following a prior Event of Defaultunreasonably withheld or delayed), neither they nor any of their Affiliates shall make or permit to be made any acquisition of any interest in any company or business which, so far as they are aware at the time of such acquisition, takes the combined market share, in the relevant market whether by volume or value, of the Parent, any undertakings in which event the Put Price shall be added to Parent controls, directly or indirectly, 20 per cent or more of the Obligations under the Loan Agreement and secured by the Collateral thereundervoting rights, and shall be immediately due the Group to an amount exceeding 35 per cent in the Russian Federation or an amount exceeding 30 per cent in the Ukraine. For the purposes only of this Clause, “relevant markets” are categories of alcoholic beverages. For example, each of (a) vodka, (b) xxxxxx, (c) long drinks, and payable to Lender(d) table wine is a separate relevant market. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put Notice. On or before Option by giving written notice to Holdings of such election, setting forth the Put Closing Datenumber of Common Units and/or Preferred Units to be repurchased by Holdings, Lender will deliver within 15 days after the date of delivery of Holdings' notice to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderExecutive. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.5 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder by (i) the Fundamental TransactionCoinmach Board without Cause or (ii) Executive for Good Reason, together with Executive shall have the right to require that Holdings repurchase all relevant information relating theretoClass C Preferred Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"); provided, however, that Holdings shall only be obligated to repurchase Executive's Class C Preferred Units pursuant to the Termination Put Option at such time as the Holdings' Board, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Noticeits good faith judgment, Lender shall advise determines that the Company whether has sufficient assets to repurchase Executive's Class C Preferred Units without a material negative impact on the Lender has elected Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures). The purchase price for each Class C Preferred Unit pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Class C Preferred Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Class C Preferred Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.5 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Class C Preferred Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants In the event the Transferring Founder should sell any Shares in contravention of the co-sale rights of the Investors under Section 2(b) (a “Prohibited Transfer”), the Investors, in addition to Lender an such other remedies as may be available at law, in equity or hereunder, shall have the put option (provided below, and the “Put Option”) Transferring Founder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Investor shall have the right to sell all or any portion to the Transferring Founder the type and number of shares of the Issued Shares Company’s capital stock then held by such Investor equal to the number of shares each Investor would have been entitled to transfer to the third-party transferee(s) under Section 2(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Shares”shares are to be sold to the Transferring Founder shall be equal to the price per share paid by the third-party transferee(s) to the Company for a total purchase price of $195,000, pro-rated Transferring Founder in the Prohibited Transfer. The Transferring Founder shall also reimburse each Investor for any portion thereof (and all fees and expenses, including legal fees and expenses, incurred pursuant to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to exercise or less than the entire balance attempted exercise of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Investor’s rights under Section 2 and this Section 3. (b) the ten Within ninety (1090) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration later of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date dates on which the closing Investor (X) received notice of the purchase Prohibited Transfer or (Y) otherwise became aware of the Put Shares shall take place (Prohibited Transfer, each Investor shall, if exercising the “Put Closing Date”)put option created hereby, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company Transferring Founder the certificate(s) certificate or certificates representing the Put Shares (duly shares to be sold, each certificate to be properly endorsed for transfer transfer. (c) The Transferring Founder shall, upon receipt of the certificate or certificates for the shares to be sold by Lender or accompanied by duly executed stock powers in blank) an Investor pursuant to this Section 3, pay the aggregate purchase price therefor and the Company shall tender to Lender the Put Price amount of reimbursable fees and expenses, as specified in Section 3(a), in cash or by wire transfer of immediately available funds other means acceptable to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyInvestor. 6.1 (d) Notwithstanding the foregoing, Lender any attempt by the Transferring Founder to transfer Shares in violation of Section 2 shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise be void and the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionagrees it will not effect such a transfer nor will it treat any alleged transferee(s) as a stockholder. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option (i) in respect of any Covered Bond which is the subject of an exercise by the Issuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, or (ii) following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Issuer Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants (a) At any time, and from time to Lender an time, between the Closing Date and the twenty (20)-month anniversary of the Closing Date (the “Put Period”), Purchaser shall have the option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate require Seller to repurchase any Put Option Loan, for any reason or no reason, at the Loan Value for such Put Option Loan on Purchaser’s books as of the date of repurchase. Purchaser shall exercise the Put Option by written notice to Seller, detailing the terms of the Put Option upon a Fundamental Transaction (as defined in Loan. Seller shall complete the Loan Agreement), as follows: The Company shall send written notice purchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than Put Option Loan within thirty (30) days prior Business Days of receipt of Purchaser’s written notice of exercise. (b) At the end of each calendar quarter during the Put Period, Purchaser shall pay to Seller with respect to each Put Option Loan interest equal to 0.5% (as calculated on an annualized basis) on the average balance of such Put Option Loan (the “Put Option Interest”), which average balance shall be calculated for each Put Option Loan by taking the average of (i) the balance of each such Put Option Loan as of the end of the quarter for which payment of Put Option Interest is due and (ii) the balance as of the end of the immediately preceding calendar quarter. At any time during the Put Period, upon five (5) calendar days’ notice to Seller, Purchaser shall have the option of irrevocably converting any Put Option Loan into a Transferred Loan. To the extent a Put Option Loan is either repurchased by Seller or converted to a Transferred Loan during a calendar quarter, Purchaser shall pay Put Option Interest on such repurchased or converted Put Option Loan for the quarter in which such repurchase or conversion is effective based on a Put Option Loan balance of zero only as of the end of the quarter for which payment of Put Option Interest is due. (c) If, during the Put Period, Purchaser exercises the Put Option with respect to any Put Option Loan and Seller fails, for any reason, to complete the purchase of such Put Option Loan within thirty (30) Business Days of its receipt of Purchaser’s written notice of exercise, Purchaser shall retain such Put Option Loan and shall have the absolute right to withdraw an amount equal to the date Loan Value from the Holdback Amount as compensation for Seller’s failure to repurchase such Put Option Loan (a “Put Option Claim”). At the conclusion of the proposed consummation Put Period, Purchaser shall release to Seller an amount equal to the Holdback Amount, less any amounts withdrawn to pay prior Put Option Loan Claims made under this Section 2.10(c), less an amount equal to the Loan Value of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate any Put Option Loan for which Purchaser has exercised the Put Option. Within fifteen (15) days , but for which the repurchase of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the such Put Option shall be deemed an intention to decline to accelerate the Put OptionLoan has not yet been completed. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (On the “Put Option”) to sell all or any portion first year anniversary of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000Original Issue Date and thereafter, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first each third monthly anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodthereof, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holders shall have the right, but not at their sole discretion (the obligation"PUT RIGHT"), to accelerate require the exercise Company to prepay all or a portion of the then outstanding principal amount and interest under the Debentures by delivering to the Company a written notice (a "PUT NOTICE"), specifying therein the outstanding principal amount and interest subject to the Put Option upon Right. A date on which a Fundamental Transaction (Put Notice is delivered by a Holder is a "PUT DATE" and the 75th day following a Put Date, is a "PUT PAYMENT DATE." Subject to the right to deliver shares of Common Stock as defined described in the Loan Agreementimmediately following sentence, not later than the Put Payment Date, the Company will pay and deliver to the Holder exercising its Put Right, free of any claim of subordination, an amount of cash (in immediately available funds) equal to the sum of: (i) the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon (each as indicated in the Put Notice), as follows: and (ii) all other amounts, costs, expenses and liquidated damages then owing in respect of such principal amount (the "PUT PRICE"). The Company shall send may deliver a written notice of to the proposed Fundamental Transaction (“Fundamental Transaction Notice”) Holders no later than thirty (30) days 30 Trading Days prior to a Put Date (a "COMPANY NOTICE"), indicating therein its intention not to pay in excess of a maximum dollar amount in cash as part of any subsequent Put Price (the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen "MAXIMUM CASH AMOUNT") (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether may indicate in such Company Notice that the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option election contained therein shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Defaultcontinue for later periods until revised), in which event case, in response to a Put Notice, the Company shall: (i) pay to the Holder the Maximum Cash Amount, if any, no later than the Put Payment Date and (ii) deliver to the Holder not later than the third Trading Day following the applicable Put Payment Date a number of shares of Common Stock equal to the quotient obtained by dividing (A) the difference between the Put Price and the Maximum Cash Amount by (B) the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values for the five Trading Days preceding the Put Date. The Company's rights and obligations (as applicable) to deliver shares of Common Stock pursuant to this Section 5 shall be added subject to the Obligations under provisions of Sections 4(a)(iv)(B), 4(b)(ii) and 4(b)(iii) hereof, respectively. If the Loan Agreement and secured by Company shall fail to timely deliver a Company Notice to the Collateral thereunderHolders, and shall the Company will be immediately due and payable required to Lender. 6.3 pay the entire Put Price in cash. If any portion of the Note is converted into Common Stock pursuant cash portion of the Put Price shall not be paid on or prior to the Loan DocumentsPut Payment Date, then, notwithstanding anything herein to the contrary, the Holder shall have the right to either (i) rescind the Put Option set forth hereinaboveNotice or (ii) convert all or a portion of the principal amount and interest under the Debentures previously subject to the Put Right at a conversion price equal to the lower of (x) the Conversion Price and (y) the average of the Per Share Market Values during the ten Trading Days immediately preceding either the Put Payment Date or the date the Holder rescinds the Put Notice, if not terminated by its terms herein, shall terminatewhichever is lower.

Put Option. The Company hereby grants to Lender an option In the event that a Put Option Event shall occur during the Term, Purchaser shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days of the Issued Shares later of (the “Put Shares”i) to Purchaser’s receipt of written notice from the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised Event or (ii) Purchaser’s discovery that a Put Option Event has occurred (other than, in either case, with respect to any amount that is equal to a Bankruptcy Event or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following a Put Option exercise periods Event pursuant to clause (the “Put Period”): (ad) the ten (10) Business Day period commencing on the first anniversary hereofof said definition, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable immediately by Lender’s delivery of the Purchaser), to require the Company to repurchase from Purchaser the Assigned Interests at the Put/Call Price. In the event Purchaser elects to exercise its Put Option, Purchaser shall deliver written notice to the Company specifying the closing date which date shall be forty-five (45) days from such notice date (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Option Closing Date”), which such date shall notice must be no earlier than ten given within sixty (1060) days but no later than thirty (30) days of Purchaser’s receipt of written notice from the date Company of a Put Option Event. Failure to provide notice by such times will be deemed an irrevocable waiver of the right to exercise the Put NoticeOption. On or before the Put Option Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender repurchase from Purchaser the Put Assigned Interests at the Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to an the account at a bank designated by LenderPurchaser. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Notwithstanding anything to the Put Option is an Obligation secured by contrary contained herein, immediately upon the Collateral and any related guarantees under the Loan Documentsoccurrence of a Bankruptcy Event, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Purchaser shall be deemed an intention to decline have automatically and simultaneously elected to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not Company repurchase from Purchaser the obligation, to accelerate Assigned Interests for the exercise of Put/Call Price in cash and the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Put/Call Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If without any portion further action or notice by any party. Immediately upon exercise by Purchaser of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinaboveand the payment by the Company to Purchaser of the Put/Call Price, if not terminated by its terms hereinPurchaser shall be deemed to have automatically assigned to the Company all right, shall terminatetitle, and interest in and to the Assigned Interest.

Put Option. The Company hereby (a) Victory grants to Lender an option Chucktaylor the right (which will not be assignable or transferable to any other Person) to require Victory to purchase the Option Shares from Chucktaylor at the Put Option Price (the “Put Option”). (b) The Put Option may only be exercised once by Chucktaylor by delivering to sell all or any portion Victory written notice of Chucktaylor’s election to exercise the Issued Put Option and specifying therein the number of Option Shares to be purchased by Victory (the “Put SharesElection Notice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during commencing upon a Victory Trigger Event and ending 30 days prior to the earlier to occur end of the following Put Option exercise periods Period. (the “Put Period”): (ac) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall will be of no further force or effect. The Put Option shall be exercisable by Lenderscheduled to occur within 90 days following Chucktaylor’s delivery to Victory of written notice the Put Election Notice; provided, however, that such closing will be extended for a period of time not to exceed an additional 45 days to enable Victory to obtain any necessary consents (including, without limitation, any consents from any of its lenders under Victory’s credit agreements) or make any filings with the Commission; provided further, however, that notwithstanding anything to the Company (the “Put Notice”). The Put Notice shall specify the date on which contrary herein, Victory, in its sole and absolute discretion, may elect not to consummate the closing of the purchase Put Option. On the Closing Date of the Put Shares shall take place Option, (the “Put Closing Date”), which such date shall be no earlier than ten (10i) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender Chucktaylor will deliver to Victory the Company the certificate(s) certificate or certificates representing the Put Shares (duly endorsed for transfer by Lender or Option Shares, accompanied by duly executed stock powers executed in blankblank and will otherwise take such action as Victory may determine in good faith is reasonably necessary in order to transfer to Victory good and marketable title to the Option Shares, free and clear of all claims, liens and encumbrances of any nature, and (ii) and the Company shall tender to Lender Victory will satisfy the Put Option Price in cash by wire transfer of in immediately available funds to an account at a bank designated in writing by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to Chucktaylor. (d) If Chucktaylor properly exercises the Put Option is an Obligation secured by the Collateral in accordance with this Section 6.02 and any related guarantees under the Loan Documents, and for so long as Victory does not consummate the Put Option is outstanding andwithin the time period set forth in Section 6.02, if exercisedVictory shall immediately forfeit the Call Option, the Put Price is not yet tenderedOption Period shall immediately terminate and the Standstill Termination Date shall immediately occur, the Lender’s right to receive the Put Price which collectively shall be secured the sole remedy of Chucktaylor for such failure by the Collateral and any related guarantees under the Loan Documents. Lender’s right Victory to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate consummate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. The Company hereby grants Purchaser shall have the right, at its sole election, to Lender an option require the Seller to repurchase the Aircraft and Spares from Purchaser (the “Put Option”) to sell all on or any portion about the estimated completion date of the Issued Shares Purchaser’s Sunrise Powerlink transmission line project (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put PriceSunrise”). Upon Purchaser’s exercise of the Put Option, Seller shall purchase the Aircraft and Spares from Purchaser, and Purchaser shall sell and convey the Aircraft and Spares to Seller, at the prices and on the terms and conditions set forth in this Agreement. 2.6.1 The date the Put Option may be exercised with respect to any amount (“Put Option Date”), except as otherwise provided in this Section 2.6.1, shall be January 30, 2013. In the event that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): conditions are met on or before December 31, 2009: (a) the ten U.S. Forest Service shall have (10i) Business Day period commencing on the first anniversary hereofissued a decision approving Sunrise, or (ii) entered into a memorandum of understanding with Purchaser, Cal Fire, and the U.S. Bureau of Land Management in satisfaction of the fire mitigation conditions set forth in Decision No. 00-00-000 of the California Public Utilities Commission (either (i) or (ii), a “Mitigation Agreement”); (b) the ten Mitigation Agreement incorporates the use of the Aircraft for fire mitigation following completion of Sunrise construction; and (10c) Business Day period commencing on the Mitigation Agreement provides a reasonable basis, in Purchaser’s sole judgment, for rate recovery for such use of the Aircraft, then the Put Option shall expire effective as of the date which is nine of such Mitigation Agreement. Purchaser shall deliver written notice to Seller of the expiration of the Put Option (9a “Put Expiration Notice”) months after as soon as reasonably practicable following the date of such Mitigation Agreement and not later than December 31, 2009. In the event that the registration statement for Mitigation Agreement is not issued or executed by December 31, 2009 then, in the registration sole discretion of the Issued Shares is declared effective Seller, Seller may thereafter deliver written notice to Purchaser that should a Mitigation Agreement meeting conditions (a), (b) and (c) above be executed or issued by the SEC . If not exercised during the Put PeriodOption Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from expire effective upon the date of such Mitigation Agreement. Purchaser shall use diligent good faith efforts to cause the Put Notice. On execution or before the Put Closing Dateissuance of a Mitigation Agreement meeting conditions (a), Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankb) and the Company shall tender to Lender the Put Price in cash (c) by wire transfer of immediately available funds to an account at a bank designated December 31, 2009, and by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsDate if Seller has provided written notice as set forth in this Section 2.6.1, and for so long as Purchaser shall promptly deliver a Put Expiration Notice to Seller following the Put Option is outstanding andexecution or issuance of any such Mitigation Agreement. 2.6.2 Purchaser may elect, if exercisedin its sole discretion, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned by delivering a written exercise notice to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, Seller no less than six (6) months prior to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined Date, at which time Purchaser shall be deemed to have irrevocably exercised the Put Option, subject only to the terms and conditions set forth in this Agreement including, without limitation, Section 2.6.1. 2.6.3 Subject to the limitations set forth in the Loan Agreement)last sentence of this Section 2.6.3, as follows: The Company the repurchase price for the Aircraft (“Aircraft Repurchase Price”) shall send written notice be the appraised value of the proposed Fundamental Transaction Aircraft determined in accordance with the following procedure: Purchaser and Seller shall each appoint a qualified independent aircraft appraiser to render a written appraisal of the Aircraft’s value. The appraised value shall be the average of the two appraisals, provided that if the difference between the two appraisals is greater than ten percent (10%) and the parties are unable to agree on a value, then the two appraisers shall appoint a third qualified independent aircraft appraiser, whose written appraisal shall be averaged with the nearest of the two original written appraisals to determine the appraised value. [***]. 2.6.4 The repurchase price for the Spares (“Fundamental Transaction NoticeSpares Repurchase Price”) [***]. 2.6.5 If Purchaser shall have exercised the Put Option, Purchaser and Seller shall use diligent good faith efforts to cause the closing to take place no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate 5:00 p.m. Pacific Time on the Put Option shall Date (“Scheduled Closing”), provided, however, that the Scheduled Closing may be deemed an intention to decline to accelerate postponed upon the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise mutual written agreement of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderParties. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date of the Original Put Agreement (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares (other than Latin Guide, Inc.) who are parties to the Tutopia Stockholders Agreement, by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the Put Option is outstanding andappropriate number of shares of IFX Preferred Stock in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), if exercisedeach dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). (e) At each Closing, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement), as follows: The Company ) shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior become a party to each such agreement by executing and delivering to the date Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the proposed consummation of Tutopia Stockholders Agreement (with respect to the Fundamental Transaction, together with all relevant information relating thereto, Tutopia Shares put) as a condition to participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if entitled to have its Pro Rata Portion of Tutopia Shares purchased by the Company at the Closing. Each Tutopia stockholder who is not exercised following an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a prior Event of Default), in which event purchaser representative (as such term is defined under the Put Price shall be added Securities Act) reasonably satisfactory to the Obligations under the Loan Agreement Company and secured by the Collateral thereunder, and shall be immediately due and payable to Lendersuch stockholder. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender (a) Upon the closing of the Acquisition Merger, the Seller is granted an option (the “Put Option”) to sell all or require the Company to purchase, at any portion time commencing upon the closing of the Issued Acquisition Merger and ending twelve (12) months thereafter (the “Put Option Exercise Period”), on the terms and conditions contained herein, up to $2,000,000 of the Merger Shares then held by the Seller. (b) This Put Option may be exercised (“Put Election”), in whole or in part, on one and only one occasion during the Put Option Exercise Period, by written notice (“Put Notice”) to the Company. The Put Election shall be deemed made on the date the Put Notice is delivered to the Company. The Put Notice shall specify (i) the number of Merger Shares to be sold and purchased pursuant to the Put Option (the “Put Shares”) to the Company for ), which shall not exceed a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is number equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective $2,000,000 divided by the SEC . If not exercised during the Put Period, the Put Option shall terminate Exercise Price, and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify ii) the date on which for the closing of the purchase and sale of the Put Shares shall take place (the “Put Closing DateClosing”), which such date shall be no earlier than ten (10) days but no later not less than thirty (30) days from or more than forty-five (45) days after the date of delivery of the Put Notice. On Such Put Election shall be irrevocable, unless Holder has obtained the written consent of the Company allowing a revocation. (c) The exercise price of the Put Option (the “Put Option Exercise Price”) shall be the average of the last closing sale price of the Common Stock on the primary market on which the Common Stock is then traded for the five (5) consecutive trading days ending on the trading day prior to the date the Put Notice is delivered to the Company. The Put Option Exercise Price shall be equitably adjusted for any stock split, reverse stock split, stock combination, stock dividend or before other similar transaction affecting the Common Stock as a whole occurring after the Put Notice is delivered to the Company but prior to the Put Closing. (d) Except as mutually agreed by the parties in writing, the Put Closing Dateshall take place on the date specified in the Put Notice. At or prior to the Put Closing: (i) If the Put Shares are represented by a certificate, Lender will Seller shall deliver to the Company the certificate(s) certificate representing the Put Shares Shares, registered in Seller’s name (duly endorsed for transfer by Lender or accompanied by duly executed stock powers an affidavit of loss and indemnification agreement in blank) and a form reasonably satisfactory to the Company shall tender to Lender in lieu of such certificate), together with an instrument of transfer for the Put Price Shares executed in cash blank with original signature from Seller, medallion guaranteed. (ii) If the Put Shares are represented by an entry, in Seller’s name, on the books and records of the Company’s transfer agent, Seller shall deliver an instrument of transfer for the Put Shares executed in blank with original signature from Seller, medallion guaranteed. (iii) The Company shall pay an amount equal to (A) the number of Put Shares, multiplied by (B) the Put Option Exercise Price, to Seller by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Seller in writing at least three (3) business days prior to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyClosing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise (e) The grant of the Put Option pursuant to this Section 2 shall be conditioned upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionAcquisition Merger. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.06 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunder, and shall be immediately due and payable Issuer of its option to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.redeem such Covered Bond under either Condition

Put Option. (a) The Company Purchaser Shareholder hereby irrevocably grants to Lender an option the Seller Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to and in compliance with Article V) the right, but not the obligation (the “Put Option”), subject to the terms and conditions set forth in this Section 6.1, to sell to Purchaser Shareholder (or its successor or Permitted Transferee) and to require Purchaser Shareholder (or its successor or Permitted Transferee) to sell purchase, all or any portion (but not less than all) of the Issued Shares beneficially owned by Seller Shareholder and/or its Affiliates and Permitted Transferees (the “Put Shares”). (b) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time; provided that if at such time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodJoint Venture Agreement remains in full force and effect, the Put Option shall terminate not be exercised by Seller Shareholder unless Moët Xxxxxxxx International shall have given its prior written consent to such exercise and shall have irrevocably waived any call option or termination rights arising under the Joint Venture Agreement or any right of first refusal over the Put Shares. (c) The price at which the Put Option shall be of no further force or effect. exercised and the Purchaser Shareholder shall be obligated to purchase the Put Shares (the “Exercise Price”) shall be calculated in the manner set forth on Schedule 1. (d) The Put Option shall be exercisable exercised, if at all, by Lender’s the delivery by Seller Shareholder of a written notice to the Company (the “Put Notice”). ) to Purchaser Shareholder, provided that if the Put Option is being exercised at any time the Joint Venture Agreement remains in full force and effect, the Seller Shareholder shall attach evidence in a form reasonably satisfactory to Purchaser Shareholder that Moët Xxxxxxxx International has waived its call option, termination rights and rights of first refusal under the Joint Venture Agreement. (e) The Put Notice shall specify the date on which the closing of the sale and purchase of the Put Shares shall take place (the “Put Closing DateClosing”), which such date ) shall be no earlier than ten subject to the receipt by Purchaser Shareholder of any material regulatory approvals from any Governmental Authority of competent jurisdiction, including, without limitation, the Russian Federal Antimonopoly Service. (10f) days but no later than thirty (30) days from The Put Closing shall take place as soon as practicable after the date delivery of the Put Notice. On or before , but in any event no earlier than December 31 of the year in which the Put Closing Date, Lender will deliver to the Company the certificate(s) representing Option is exercised and the Put Shares Notice delivered. (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankg) and the Company shall tender to Lender At the Put Price in cash Closing: (i) the Purchaser Shareholder shall pay, or cause to be paid, to Seller Shareholder by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant amount in U.S. dollars equal to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsExercise Price; and (ii) Seller Shareholder shall transfer to Purchaser Shareholder, and for so long as the Put Option is outstanding and, if exercisedor its designee, the Put Price is not yet tenderedShares, the Lender’s right to receive the Put Price shall be secured by the Collateral free and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise clear of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunderliens, and shall be immediately due and payable deliver to LenderPurchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect the transfer of such title. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, Executive shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units, pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify Executive of the occurrence of such event and Executive may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to Executive. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, Executive shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, Executive shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by Executive pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase Executive's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase Executive's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, Executive may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of Executive's written notice of election to exercise the Termination Put Option. At such closing, Executive shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to Executive the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. The Company hereby grants (a) At any time during the Put Option Period, Otonomy may deliver a written notice (a “Put Notice”) to Lender an option IncuMed stating that it exercises it rights under this Article VI to transfer back to IncuMed all of the Transferred Assets (the “Put Option”) ). In the event Otonomy delivers a Put Notice to sell all or any portion IncuMed during the Put Option Period (the date of the Issued Shares (such delivery, the “Put SharesDate”): (i) Otonomy shall assign to IncuMed, and hereby does assign to IncuMed, contingent upon Otonomy’s delivery of the Put Notice to IncuMed during the Put Option Period and Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii), all of Otonomy’s right, title and interest in and to the Company for a total purchase price Transferred Assets; (ii) The Escrow Agent shall release to Otonomy the full amount of $195,000the Escrow Fund, pro-rated for any portion thereof (and to the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or extent the Escrow Fund contains less than the entire balance of the outstanding Put SharesEscrow Amount, at any time during the earlier IncuMed shall pay to occur of the following Put Option exercise periods (the “Put Period”): Otonomy either (a) the ten (10) Business Day period commencing on difference between the first anniversary hereof, Escrow Amount and the amount actually in the Escrow Fund or (b) $[***] whichever is less; (iii) The Escrow Agent shall release to IncuMed all Reconveyance Documents signed by Otonomy upon Otonomy’s receipt of funds pursuant to Section 6.1(a)(ii); (iv) The Escrow Agent shall, simultaneously with the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration release of the Issued Shares is declared effective Reconveyance Documents to IncuMed pursuant to subsection (iii) above, release to Otonomy all Reconveyance Documents signed by the SEC . If not exercised during the Put Period, the Put Option IncuMed; and (v) Otonomy’s obligation to make any further payments pursuant to Section 2.3(a)(iii) shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company cease. (the “b) By delivering a Put Notice”). The Put Notice shall specify the date on which the closing of the purchase , Otonomy represents and warrants to IncuMed effective as of the Put Shares shall take place Date as provided on Exhibit C-2. (c) In the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to event the Put Option is an Obligation secured by exercised, Otonomy shall, at IncuMed’s sole cost and expense, afford IncuMed reasonable access during business hours to the Collateral and any employees of Otonomy with knowledge of the Transferred Assets so that they can describe to IncuMed the work Otonomy has performed related guarantees under to the Loan Documents, and for so long as Transferred Assets (it being understood that Otonomy’s employees will possess all material knowledge of the work Otonomy has performed related to the Transferred Assets). (d) In the event Otonomy does not deliver a Put Notice to IncuMed during the Put Option is outstanding andPeriod pursuant to Section 6.1(a) or delivers a Put Cancellation Notice, then on the Put Expiration Time or the Put Cancellation Time, as applicable, (x) the amounts remaining in the Escrow Fund, if exercisedany, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right released to exercise the Put Option shall not be transferred or assigned IncuMed, subject to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan AgreementSection 7.6(b), as follows: The Company shall send written notice of (y) the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Reconveyance *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionomitted portions. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Documents signed by Otonomy shall be deemed an intention released to decline to accelerate Otonomy, and (z) the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Reconveyance Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price signed by IncuMed shall be added released to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderIncuMed. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) In the event of the death or Disability of Executive (for purposes of this Section 4, a “Put Triggering Event”), Executive or one or more of Executive’s transferees or successors (other than the Company hereby grants and the Investors) may require the Company to Lender an option repurchase the Unvested Shares held by Executive or Executive’s transferees pursuant to the terms and conditions set forth in this Section 4 (the “Put Option”) to sell all or any portion of the Issued Shares by delivering written notice (the a “Put SharesNotice”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof within ninety (90) days after the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Triggering Event. (b) In the ten event of a Put Triggering Event, the purchase price for each Unvested Share will be Executive’s Original Cost for such share. (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration The closing of the Issued repurchase of the Unvested Shares is declared effective by the SEC . If not exercised during the Put Period, pursuant to the Put Option shall terminate and take place on the date designated by the Company, which date shall not be more than one month nor less than five days after the delivery of no further force or effectthe Put Notice by the Executive. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Put Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, a check or wire transfer of funds. (d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Put Option shall be exercisable by Lendersubject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s delivery and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of written notice Unvested Shares hereunder that the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then (x) the “Put Notice”). The Put Notice Company shall specify the date make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before Notice through the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise closing of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice repurchase of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to Unvested Shares interest shall accrue on such purchase price on a daily basis, at the date rate of 10% per annum, compounded on the proposed consummation last day of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optioneach calendar quarter. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender If the Parent is not listed on the New York Stock Exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the American Stock Exchange or the Philadelphia Stock Exchange (each, an option “Acceptable Exchange” and together the “Acceptable Exchanges,” which, for the sake of clarity, do not include the over-the-counter securities market operated by Pink Sheets, LLC) within eighteen (18) months of the Closing, the Purchaser shall have the right (the “Put Option”) ), exercisable at its sole option, to sell all require the Parent to purchase the Warrant or any portion of Warrant Shares at the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Fair Market Value thereof (the “Put Option Price”). The Put Option may , provided, however, that if the Common Stock is not listed on an Acceptable Exchange, Fair Market Value shall be exercised with respect to any amount that is equal to or less than the entire balance determined by mutual agreement of the outstanding Put SharesPurchaser and the Parent, at any time during the earlier or pursuant to occur an independent valuation of the following Put Option exercise periods Parent and its Subsidiaries and their respective businesses prepared by an investment banking firm of recognized national standing selected by the mutual written agreement of the Parent and the Purchaser. If the Parent and the Purchaser are unable to mutually agree upon any such investment banking firm within ten (10) days after the “Put Period”): date upon which the right or obligation to select an investment banking firm arises, each of the Purchaser and the Parent shall, within three (a3) Business Days thereafter, select one investment banking firm, and the two (2) selected firms shall, within three (3) Business Days after their selection, select a third investment banking firm which shall make the relevant determination (which determination shall be final and binding) within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by submission of this matter to such third firm, provided however, that, in determining the SEC Fair Market Value per share of Common Stock, such investment banking firm shall not give effect or take into account any “minority discount,” but shall value the Parent and its Subsidiaries and their respective businesses in their entirety on an enterprise basis using any variety of industry recognized valuation techniques commonly used to value businesses. If not exercised during the Purchaser wishes to exercise the Put PeriodOption, it shall furnish to the Parent a written notice notifying the Parent of its election to exercise the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the Put Noticedate of purchase. On or before Upon the Put Closing Datereceipt by the Parent of such written notice, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Parent shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation be obligated to purchase from the Issued Holder, on such specified date of purchase, such Warrant Shares from Lender pursuant to at the Put Option Price, regardless of whether the Warrant is an Obligation secured exercised at such time; provided, however, that if the Warrant has not been fully exercised prior to receipt by the Collateral and any related guarantees under the Loan DocumentsParent of such written notice, and for so long as then the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured reduced by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the rightWarrant Purchase Price, but only to the extent that this Warrant has not been exercised. The Parent shall bear all costs and expenses incurred in connection with the obligation, to accelerate determination of the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement such determination and secured any legal fees and expenses incurred by the Collateral thereunderPurchaser in connection with such determination, provided, however, that the Purchaser shall bear all such costs and shall be immediately due and payable to Lender. 6.3 If expenses if, after the Purchaser challenges or disputes any portion of fair market value determination by the Note is converted into Common Stock Parent, the difference between (a) the Fair Market Value determined pursuant to the Loan Documents, the Put Option valuation procedures set forth hereinabovein this Section 6.1 and (b) the fair market value determined by the Parent, if not terminated is less than five percent (5.0%) of the fair market value determined by its terms herein, shall terminatethe Parent.

Put Option. The 6.1 Subject to the requirements of law, the Company hereby grants to Lender an option the Seller Parties the right for the Seller Parties to require that the Company purchase or redeem for cash from the Seller Parties all of the Shares and CPECs held by the Seller Parties (the “Put Option”) to sell all or ). 6.2 The Put Option shall only be exercisable by the Seller Parties in the event that any portion member of the Issued Shares Group enters into an agreement for: (i) the Transfer of the trademarks “Xxxxx Xxxx” and/or “Zhuravli” to a third party, but only if such trademarks contribute (at the closing of any such disposal) (i) individually to more than 35% of GCAM (as defined in the SPA) of the Group or, (ii) if sold together, collectively to more than 45% of GCAM of the Group, or (ii) a Change of Control of [Lion/Rally Lux 2 S.à x.x], [Lion/Rally Lux 3 S.à x.x] or [Lion/Rally Cyprus 1], (each a “Put SharesOption Disposal”), and (in those circumstances only) to shall be exercisable as follows. 6.3 The Company shall notify the Seller Parties in writing as soon as reasonably practicable after the entry into by any member of the Group of an agreement for a Put Option Disposal. Within 10 Business Days after the date of such notice, the Seller Parties shall notify the Company for and the Lion Parties in writing if they intend to exercise the Put Option (a total purchase “Put Option Intention Notice”). 6.4 The price of $195,000the Shares and CPECs to be purchased or redeemed by the Company on completion of the Put Option shall be fair market value (based on a normalised level of working capital) of those Shares and CPECs determined as follows. In the event that a Put Option Intention Notice is validly served by the Seller Parties, pro-rated for any portion thereof the Company shall instruct an investment bank or accounting firm of international repute to carry out such valuation as soon as reasonably practicable after the service of the Put Option Intention Notice. 6.5 If, following receipt of such valuation, the Seller Parties intend to proceed with completion of the Put Option, the Seller Parties shall serve notice in writing upon the Company and the Lion Parties within 10 Business Days after receipt of such valuation of their intention to do so (the a “Put PriceOption Exercise Notice”). The In the event that a Put Option may be exercised with respect to any amount that Exercise Notice is equal to or less than the entire balance not validly served following service of the outstanding Put Shares, at any time during the earlier to occur of the following a Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodIntention Notice, the Put Option shall terminate lapse. 6.6 In the event that a Put Option Exercise Notice is validly served, the Company and the Seller Parties shall be of no further force or effect. The obliged to complete the Put Option conditional upon, but only upon, completion of the Put Option Disposal. 6.7 The Company shall be exercisable purchase or redeem all Shares and CPECs held by Lender’s delivery of written notice to the Company Seller Parties (the “Put NoticeOption Securities”). The Put Notice shall specify the date on which the closing . 6.8 Completion of the purchase or redemption by the Company of the Put Shares shall take place Option Securities will occur within twenty (20) Business Days of the “later of (i) service of a Put Closing Date”), which such date shall be no earlier than ten Option Exercise Notice and (10ii) days but no later than thirty (30) days from the date completion of the Put Notice. On or before Option Disposal and on such completion of the Put Closing Date, Lender will Option Disposal: 6.8.1 the Seller Parties shall deliver to the Company duly executed transfers in favour of the certificate(s) representing Company in respect of the Shares and CPECs subject to the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers Option, together with share certificate(s), if any, evidencing title to such Put Option Securities; and 6.8.2 against delivery in blank) and accordance with Clause 6.8.1, the Company shall tender pay to Lender the Put Price Seller Parties, in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that on the Company’s obligation to purchase date of completion, the Issued Shares from Lender pursuant sum equal to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise fair market value of the Put Option upon a Fundamental Transaction Securities (as defined determined in the Loan Agreementaccordance with Clause 6.3 above), as follows: . 6.9 The Company and the Shareholders shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior do all such acts and/or execute all such deeds and documents in a form satisfactory to the date of Seller Parties as it may reasonably require to give effect to the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise transfer of the Put Option following an Event Securities pursuant to this clause. 6.10 The fees of Default any investment bank or accounting firm appointed under this Clause 6 shall be shared 50% by the Loan Documents (which acceleration right shall Company and 50% by the Seller Parties who are exercising their Put Options, save in the event that a Put Option Exercise Notice is validly served by the Seller Parties but the Put Option Disposal does not be waived if not exercised following a prior Event of Default)complete, in which event the Put Price such fees shall be added to the Obligations under the Loan Agreement and secured payable by the Collateral thereunderCompany. Under this Clause 6.10, and any fees payable by the Company may be paid either by the Company or by one or more of its subsidiaries, as the Company shall be immediately due and payable to Lenderdirect. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) At any time during the Put Period or any Default Period occurring prior to Lender an option the Put Period, Quantum shall have the one-time right (the “Put OptionRight”) to sell all or any portion cause ZaZa to purchase all, but not less than all, of Quantum’s Percentage Interest in (i) the Issued Shares Oil and Gas Assets originally acquired by Quantum from ZaZa pursuant to the Acquisition Agreement and that are still owned by Quantum on the date the Put Notice is delivered (the “Put SharesSpecified Original Assets”) to and (ii) any Additional Interests and Options Acreage acquired after the Company for a total purchase price of $195,000, pro-rated for any portion thereof Closing Date that are still owned by Quantum on the date the Put Notice is delivered (the “Put Price”). The Put Option may be exercised Additional Assets,” and together with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesSpecified Original Assets, at any time during the earlier to occur of the following Put Option exercise periods (the “Specified Put PeriodAssets”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of a written notice to the Company (the “Put Notice”). The ) to ZaZa, which notice shall state that Quantum is exercising the Put Notice shall specify Right pursuant to this Section 2.6, for an amount in cash equal to the date sum of (x) the Allocated Value (as defined in the Acquisition Agreement) of the Specified Original Assets, (y) the aggregate Extension and Renewal Costs actually paid by Quantum (and not by ZaZa on which behalf of Quantum) in connection with the Specified Put Assets from the Closing Date through the closing of the purchase transaction contemplated by the exercise of the Put Shares shall take place Right and (z) the aggregate Acquisition Costs paid by Quantum with respect to any Additional Assets (such sum, the “Put Closing DatePurchase Price”), which such date . Quantum shall be no earlier than ten prohibited from Transferring any right, title or interest in and to the Specified Put Assets following the delivery of the Put Notice. (10b) days but The closing of the Put Right shall occur no later than thirty (30) days from 20 Business Days after the date delivery of the Put Notice. On or before At the closing of the Put Closing DateRight, Lender will deliver ZaZa and Quantum shall execute such documents as are reasonably necessary to evidence the transfer of the Specified Put Assets to ZaZa in accordance with this Section 2.6, in which Quantum shall make customary fundamental representations and warranties regarding existence and qualification, power, authorization and enforceability and non-contravention and the following representations and warranties with respect to the Company Specified Put Assets: (a) a special warranty of title to the certificate(sSpecified Put Assets (other than customary permitted encumbrances) representing by, through and under Quantum but not otherwise, (b) compliance with the EOG JOA and the EOG Development Agreement (but, in the case of the EOG Development Agreement, only with respect to the terms by which Quantum has agreed in writing with EOG to be bound) and any other contracts to which Quantum is a named party and related to the Specified Put Assets, (c) compliance with laws, (d) taxes and (e) absence of litigation, and ZaZa shall transfer to Quantum the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Purchase Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyQuantum in writing. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms or Pricing Supplement as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms or Pricing Supplement (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms or Pricing Supplement in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms or Pricing Supplement, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms or Pricing Supplement). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Put Option. 6.2 In additionPaying Agent or the Registrar, notwithstanding as the foregoingcase may be, Lender shall have the right, but not the obligation, to accelerate the exercise for purposes of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.this Condition

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell If all or any a portion of the Issued Shares (Stock held in a Participant's Account is subject at the “Put Shares”) time of distribution by the Trustee to restrictions under any federal or state securities laws, any regulations thereunder, or any agreement, such that the Stock distributed to the Company for Participant cannot be freely traded or is not readily tradeable within the meaning of 409(l)(1) and any Treasury Regulations promulgated thereunder, the Employer shall issue a total purchase price "put option" to any Participant who receives a distribution of $195,000, pro-rated for any portion thereof (the “Put Price”)Stock. The Put Option may be exercised with respect put option must permit the Participant to any amount that is equal sell the distributed Stock to or less than the entire balance of the outstanding Put Shares, Employer at any time during two option periods, at the earlier to occur fair market value of the shares. The first put option period is for at least sixty days beginning on the date of distribution. The second put option period is for at least sixty days beginning after the new determination of the fair market value of Stock by the Committee (and notice to the Participant) in the following Put Option exercise periods (Plan Year. The put option must provide that if the “Put Period”): Participant exercises the put option, the Employer, or the Plan if the Plan so elects, shall repurchase the Stock as follows: (a) If the ten distribution is a total distribution, payment of the fair market value of a Participant's distributed Stock shall be made either in a single sum or substantially equal annual installments over a period of time not longer than five years at the discretion of the Committee. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The Plan shall pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days. (10b) Business Day period commencing If the distribution is not a total distribution, the Plan shall pay the Participant an amount equal to the fair market value of the Stock repurchased no later than 30 days after the Participant exercises the put option. (c) The Employer shall be required to purchase the Stock at the fair market price established by the current bid and asked closing prices quoted by persons independent of the Employer, (i) determined on the first anniversary hereofdate the put option is exercised if the exercise is by a disqualified person, as defined in Code 4975(e)(2), or (bii) in all other cases, determined as of the ten most recent Valuation Date. (10d) Business Day period commencing The closing for purposes of consummating the transaction under this Section shall be held at the place, on the date and at the time to which is nine (9) months after the date selling Participant and the Employer may agree, provided that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and closing shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no held not later than thirty (30) 30 days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate after the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured put option by the Collateral thereunder, and shall be immediately due and payable to Lenderselling Participant. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) In the event of a Termination Event or immediately prior to Lender an option a Termination Event, the Limited Partner shall have the right (the “Put OptionRight”) to sell all or any a portion of the Issued Shares its Limited Partnership Interest (the “Put SharesInterest”) to the Company Partnership for cash, at a total purchase price of $195,000, pro-rated for any portion thereof (equal to the “Put Price”fair market value as set forth in Section 9.7(c). The Put Option may be exercised with respect Limited Partner may, in its sole discretion, elect to any amount that take the consideration offered in the Termination Event if it is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectequity in an entity. The Put Option Right shall be exercisable by Lender’s delivery of written exercised pursuant to a notice to the Company (the “Put Notice”)) delivered by the Limited Partner to the General Partner. The An assignee of a Limited Partner shall receive the Put Notice shall specify Right set forth in this Section 9.7. In connection with any exercise of such Put Right by an assignee of a Limited Partner, the date on which the closing of the purchase Fair Market Value of the Put Shares Interest shall take place (be paid by the “Put Closing Date”), Partnership directly to such assignee and not to the Limited Partner from which such date shall be no earlier than ten assignee acquired its Put Interest. (10b) Within 30 days but no later than thirty (30) days from after the date delivery of the Put Notice. On or before Notice by the Put Closing Date, Lender will deliver Limited Partner to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees General Partner under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Section 9.7, the Put Price is not yet tendered, Partnership shall transfer and deliver the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise fair market value of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)Interest to such Limited Partner or, as follows: The Company applicable, its assignee, whereupon the Partnership shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate acquire the Put Option. Within fifteen Interest of such Limited Partner or, as applicable, its assignee, and such Put Interest shall no longer be considered outstanding. (15c) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise The value of the Put Option. Lender’s failure Interest being sold pursuant to timely notify the Company of Lender’s intention to accelerate the Put Option this Section 9.7 shall be deemed an intention equal to decline the amount the Limited Partner would have received if all of the assets of the Partnership were sold at the Transaction Value, (or at their fair market value if there was no Termination Event) all liabilities of the Partnership were paid in full and all remaining funds were distributed to accelerate the Partners in accordance with this Agreement. The fair market value of a Put Option. 6.2 In addition, notwithstanding Interest shall be determined by agreement between the foregoing, Lender shall have Partnership and the right, but Limited Partner. If the Partnership and the Limited Partner cannot agree upon the obligation, to accelerate the exercise fair market value of the Put Option following an Event of Default under Interest being sold pursuant to this Section 9.7 within 30 days, the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price fair market value thereof shall be added to the Obligations under the Loan Agreement and secured determined by an independent appraiser selected by the Collateral thereunder, Limited Partner and shall be immediately due and payable to Lender. 6.3 If any portion approved by the Partnership. The decision of the Note is converted into Common Stock appraiser selected pursuant to this Section 9.7 will be final and binding and may be enforced by legal proceedings. The Partnership and the Loan Documents, Limited Partner shall equally compensate the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateappraiser appointed pursuant to this Section 9.7.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear and Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of the Registrar specifying, in the case of a Registered Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Registrar for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Registrar in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the redemption of part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the unredeemed balance shall be issued in accordance with Conditions 2.03 to 2.07 which shall apply as in the case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the untransferred balance. The Holder of a Covered Bond may not exercise such Put Option following (i) in respect of any Covered Bond which is the subject of an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured exercise by the Collateral thereunderIssuer of its option to redeem such Covered Bond under either Condition 6.02 or 6.03, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.or

Put Option. (a) The Company hereby irrevocably grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Option to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (Warrantholder on the “Put Price”)terms set forth in this Agreement. The Put Option may be exercised with respect one time by the Warrantholder at its sole discretion in relation to any amount that is equal to or less than Warrant on and at any time after the entire balance occurrence of an Event (including, for the outstanding Put Sharesavoidance of doubt, at any time during after the earlier to occur Facility A Maturity Date). (b) The Put Option shall be exercised by the Warrantholder serving upon the Company a draft Warrantholder’s Notice of Cancellation which upon being served is irrevocable except with the consent of the following Company. Notwithstanding the foregoing, the Put Option exercise periods shall automatically be exercised, without notice of further action by any party, upon a Bankruptcy or Insolvency Event. (c) The Warrantholder shall specify the “Put Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants in the draft Warrantholder’s Notice of Cancellation, such calculations to be based on the valuation as set forth in Schedule 4 (Expert Determination) (taking into account any adjustment under clause 2.3 (Anti-dilution)), together with the Supporting Calculations. (d) The Company shall have the Objection Period to agree or dispute the Warrantholder’s calculation of the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants as set out in the Supporting Calculations. If by the end of the Objection Period”): : (ai) the Company has not delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, the Company shall be deemed to have agreed the Fair Market Value of the relevant Warrants and Warrant Shares and the aggregate Termination Fee in respect of the relevant Warrants specified in the draft Warrantholder’s Notice of Cancellation, and the draft Warrantholder’s Notice of Cancellation shall automatically become final and binding on the Parties; or (ii) the Company has delivered a notice in writing to the Warrantholder disputing the Fair Market Value of the relevant Warrants and Warrant Shares and/or the aggregate Termination Fee in respect of the relevant Warrants, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Schedule 4 (Expert Determination), then, in the case of paragraph (ii) above, within five (5) Business Days of the Expert’s decision, the Warrantholder must deliver to the Company a revised Warrantholder’s Notice of Cancellation (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert. The revised Warrantholder’s Notice of Cancellation will supersede the initial draft Warrantholder’s Notice of Cancellation and will be final and binding on the Parties from the date of its delivery to the Company provided that it reflects the changes that have been determined by the Expert. (e) Within ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Days of the Issued Shares is declared effective by the SEC . If not exercised during the Warrantholder’s Notice of Cancellation becoming final and binding in accordance with this clause 4.3 (Put PeriodOption), the Put Option shall terminate Company must pay the aggregate Termination Fee in respect of the relevant Warrants in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified in the Warrantholder’s Notice of Cancellation, whereupon the relevant Warrants will be cancelled and shall be of no further force or and effect. The Put Option shall be exercisable by Lender’s delivery . (f) If the Company fails to pay the aggregate Termination Fee pursuant to this clause 4.3, then Paragraph 4.3 of written notice the Finance Contract relating to the Company (the “Put Notice”). The Put Notice interest on overdue sums shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned apply to any third partyoverdue Termination Fee. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) If, at any time prior to the second anniversary of the date of this Agreement, Purchaser is terminated by the Company hereby grants or any of its Subsidiaries without Cause or Purchaser resigns for Good Reason (a “Termination”), Purchaser may elect to Lender an option require the Company to repurchase all, but not less than all, of the Purchased Units pursuant to the terms and conditions set forth in this Section 9 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or . (b) If Purchaser exercises the ten Put Option, the purchase price for each Purchased Unit shall be the Original Cost for such Purchased Unit. (10c) Business Day period commencing on Purchaser may elect to cause the date which is nine (9) months after the date that the registration statement for the registration Company to purchase all, but not less than all, of the Issued Shares is declared effective Purchased Units by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering written notice to the Company (the “Put Notice”). The ) to the Company and MDCP during the 30 day period following the date of the Termination (it being understood and agreed that the Put Option shall expire and no longer be exercisable if Purchaser does not deliver a Put Notice to the Company within 30 days following the Termination). (d) MDCP may elect to purchase any number of the Purchased Units by delivering written notice to the Company within 30 days after receipt of the Put Notice from Purchaser. If for any reason MDCP does not elect to purchase all of the Purchased Units, the Company shall specify purchase all remaining Purchased Units. As soon as practicable, and in any event within 30 days after the date on which expiration of such 30-day period, the Company shall notify Purchaser and any other holder(s) of Purchased Units as to the number of Purchased Units being purchased from Purchaser by each of MDCP and the Company (the “Repurchase Notice”). (e) The closing of the purchase of the Put Shares Purchased Units shall take place (on the “Put Closing Date”)date designated in the Repurchase Notice, which such date shall not be no earlier more than ten (10) 120 days but no later than thirty (30) days from after the date Termination Date. Each of the Put Notice. On or before Company and MDCP shall pay for the Put Closing Date, Lender will deliver to Purchased Units that each of the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation MDCP, as applicable, are to purchase the Issued Shares from Lender pursuant to the Put Option is by delivery of a check or wire transfer of funds in an Obligation secured amount equal to the Company’s and MDCP’s, as applicable, portion of the purchase price for such Purchased Units. In addition, the Company and MDCP may pay the purchase price for such Purchased Units by offsetting amounts outstanding under any indebtedness or obligations owed by Purchaser to the Company or any of its Subsidiaries or MDCP. MDCP and the Company shall be entitled to receive customary representations and warranties from the Purchaser (and any other holder(s) of Purchased Units, as applicable) regarding such sale of Purchased Units (including representations and warranties regarding good title to such Purchased Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all purchases of Purchased Units by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right Company pursuant to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If (i) any such restrictions prohibit the purchase of Purchased Units which the Company is required to accelerate make or (ii) the Put Option. 6.2 In additionCompany determines in its sole discretion that, notwithstanding as a result of limitations contained in the foregoingCompany’s and its Subsidiaries’ debt and equity financing agreements, Lender consummating the purchase of the Purchased Units hereunder would interfere with the Company’s consummation of any other current or expected purchases of Common Units from any current or former director, officer, employee or consultant of the Company or its Subsidiaries, then the Company shall deliver written notice to Purchaser (a “Notice of Postponement”) that the time periods provided in this Section 9 shall be suspended, and the Company may make such purchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Purchased Units were eligible for repurchase pursuant to Section 9(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. If the Company delivers a Notice of Postponement pursuant to this Section 9(f), then Purchaser shall have the right, but not the obligation, right to accelerate withdraw his or her Put Notice and cancel the exercise of the Purchaser’s Put Option by delivering written notice of the same to the Company within 30 days following an Event the delivery of Default under the Loan Documents (which acceleration right Notice of Postponement; provided that, if Purchaser so elects to withdraw Purchaser’s Put Notice, Purchaser shall not be waived if not exercised following a prior Event of Default), in which event the entitled to deliver another Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If Notice or otherwise exercise any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatethereafter.

Put Option. The Company hereby grants to Lender an option (a) From and after the date hereof until the first (1st) anniversary of the date hereof (the “"Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Option”) Notice"), to sell put to the Company all or any portion of the Issued its Tutopia Shares (the “"Put Shares”Option") at a price per share equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Exchange Ratio. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than Within ten (10) days but no later than after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares who are parties to the Tutopia Stockholders Agreement (except Latin Guide, Inc.), by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days from following the date of the a UBS Put Notice. On , the Company shall purchase or before the Put Closing Date, Lender will deliver cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the certificate(s) representing the Put Tutopia Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender put pursuant to the Put Option is an Obligation secured Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Collateral Company, free and any related guarantees under clear of all liens and encumbrances (other than pursuant to the Loan DocumentsTutopia Stockholders Agreement), and for so long the Company, as payment therefor, will issue and deliver to such Seller the appropriate number of shares of IFX Preferred Stock or IFX Common Stock, as the Put Option case may be, in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), each dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). Each Seller which is outstanding andto be issued shares of IFX Preferred Stock as payment for its Tutopia Shares shall be issued such shares of IFX Preferred Stock in such proportions between shares of voting and non-voting IFX Preferred Stock as each such Seller shall determine. (e) At each Closing, if exercised, the Put Price each Seller which is not yet tendered, then a party to the Lender’s right to receive Stockholders Agreement or the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Registration Rights Agreement (as such terms are defined in the Loan Preferred Stock Purchase Agreement)) shall become a party to each such agreement by executing and delivering to the Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock or IFX Common Stock, as follows: The Company the case may be, for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall send written notice of waive any further rights under the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior Tutopia Stockholders Agreement as a condition to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, participating in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the Fundamental Transaction Noticeobligations of a Seller hereunder, Lender then such Seller shall advise the Company whether the Lender has elected be deemed to accelerate have revoked the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the its Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right and shall not be waived if not exercised following a prior Event entitled to have its Pro Rata Portion of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured Tutopia Shares purchased by the Collateral thereunder, and shall be immediately due and payable to LenderCompany at the Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The By means of a Put Option Notice (as defined below) delivered during the period beginning on the Trigger Date and continuing until the 10th day following the Trigger Date (if such day is a business day and, if not, the next Business Day thereafter) (the “Option Period”), the Company shall have the option to require Buyer to purchase, and the Buyer hereby grants agrees to Lender purchase from the Company, a number of shares of Common Stock (the “Option Shares”), as determined by the Company, in an option amount equal to or less than the number of Gap Shares at a per-share purchase price equal to the Per Share Price and otherwise on the terms and conditions described in this Agreement (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Company may exercise the Put Option may be exercised at any time by delivering written notice of its exercise to Buyer at the address for notice set forth below Buyer’s name on the signature page hereto (an “Option Notice”) setting forth the number of Option Shares with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if being exercised, a calculation of the Put Purchase Price, wiring instructions for the payment of the Purchase Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate a closing date for the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement“Closing”), as follows: The Company which closing date shall send written notice be no fewer than 10 business days, and no more than 20 business days, follow the delivery of the proposed Fundamental Transaction (“Fundamental Transaction Option Notice”) no later than thirty (30) days prior . The obligation of Buyer to purchase the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise Option Shares from the Company whether the Lender has elected pursuant to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention subject to decline to accelerate the Put Option. 6.2 In additionfollowing conditions precedent, notwithstanding the foregoing, Lender any of which may be waived by Buyer in its sole discretion: (i) Option Notice shall have been delivered within the rightOption Period, but (ii) the representations and warranties in this Agreement of the Company shall be true and correct in all material respects as of the Closing; and (iii) the Company shall have complied in all material respects with all of the covenants required to be performed by the Company pursuant to this Agreement and pursuant to Section 6.1 of the Purchase Agreement on or prior to Closing. If not previously exercised, the obligation, right of the Company to accelerate the exercise of the Put Option following an Event will expire on the earliest of Default under (i) expiration of the Loan Documents Option Period, (ii) the date on which acceleration right shall not be waived if not exercised following the Company consummates the sale of securities which would result in a prior Event of Default), in which event the Put Price shall be added Gap Amount equal to the Obligations under the Loan Agreement and secured by the Collateral thereunderzero, and shall be immediately due and payable to Lender(iii) the date that is 190 days following the Second Closing. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Calculation Agent has the right to require the Company hereby grants to Lender an option repurchase all (but not less than all) of the Notes on October 15, 2003 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2003 (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) "Redemption Price"), by delivering written notice thereof to the Company for a total purchase price on behalf of $195,000, pro-rated for any portion thereof all (but not fewer than all) holders of the Notes (the “"Put Price”Notice"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Such Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but given no later than thirty 9:00 a.m. (30New York time) days from on October 8, 2003. The Calculation Agent shall give the date Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price Notice shall be added binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such request of the holders of a majority in principal amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on October 15, 2003. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (NEW YORK TIME) ON OCTOBER 6, 2003. RESET OF INTEREST RATE FOR FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Obligations Company in accordance with the terms set forth under "Put Option" above, the Loan Agreement Company and secured the Calculation Agent, on October 8, 2003, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the Fixed Rate Period. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (including those given by the Collateral thereunder, Reference Dealers [as defined below]) shall be given telephonically and shall be immediately due and payable confirmed as soon as possible by facsimile to Lender. 6.3 If any portion each of the Note is converted into Common Stock pursuant to Calculation Agent and the Loan Documents, the Put Option Company. The times set forth hereinabovebelow are guidelines for action by the Company and the Calculation Agent, if not terminated by and each shall use its terms hereinbest efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, shall terminateAND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON OCTOBER 8, 2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (e) BELOW.

Put Option. The Company hereby grants (a) Upon the consummation of a Qualified Disposition, MCS shall have the right to Lender an option require that Holdings repurchase up to 50% of each class of Executive Units pursuant to the terms of this Section 1.2(a) (the “"Qualified Disposition Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"). The Put Option may be exercised with respect purchase price for each Common Unit pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Qualified Disposition Put Option shall be exercisable by Lender’s delivery of written notice the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Company (the “Qualified Disposition Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Option shall be no earlier than ten the lesser of (10i) the liquidation value of such Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of such class paid to GTCR in connection with the Qualified Disposition. Within 30 days but no later than thirty (30) days from after the date of the Qualified Disposition, Holdings shall notify MCS of the occurrence of such event and MCS may elect to exercise the Qualified Disposition Put NoticeOption by giving written notice to Holdings of such election, setting forth the number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the date of delivery of Holdings' notice to MCS. On or before In the event of the exercise of a Qualified Disposition Put Closing DateOption, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) CSC and the Company shall tender will, subject to Lender the terms of any of their then outstanding indebtedness, be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Executive Units subject to the Qualified Disposition Put Price Option, in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderorder that Holdings can satisfy its obligations under such Qualified Disposition Put Option. The Company and Lender acknowledge and agree that closing of the Company’s obligation to purchase the Issued Shares from Lender repurchase pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Qualified Disposition Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the righttake place on a date designated by Holdings, but in any event not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) 270 days prior to after the date of the proposed consummation Qualified Disposition. At such closing, MCS shall deliver to Holdings the certificates representing the Common Units and/or Preferred Units to be repurchased by Holdings, and, subject to Section 1.6 hereof, Holdings shall deliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer. (b) Upon the termination of Executive's employment hereunder (i) by the Coinmach Board (in the case of employment with the Company) or by the CSC Board (in the case of employment with CSC), in each case without Cause, or (ii) by Executive for Good Reason, MCS shall have the right to require that Holdings repurchase all Units of each class of Executive Units held by MCS pursuant to the terms of this Section 1.2(b) (the "Termination Put Option"), and in the event the Termination Put Option is exercised, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Fundamental Transaction, together with all relevant information relating theretoExecutive Units subject to the Termination Put Option, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the order that Holdings can satisfy its obligations under such Termination Put Option. Within fifteen (15) days of Lender’s receipt of ; provided, however, that Holdings shall only be obligated to repurchase MCS's Executive Units pursuant to the Fundamental Transaction NoticeTermination Put Option at such time as the CSC Board, Lender shall advise in its good faith judgment, determines that the Company whether and/or CSC (as the Lender case may be) has elected sufficient assets to accelerate repurchase MCS's Executive Units without a material negative impact on CSC's and/or the exercise Company's working capital or liquidity (taking into account any reasonably foreseeable acquisitions or capital expenditures of such parties). The purchase price for each Executive Unit pursuant to the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Termination Put Option shall be deemed an intention the Fair Market Value thereof on the Date of Termination. Within 30 days after the Date of Termination as described in subsections (i) and (ii) above, MCS may elect to decline exercise the Termination Put Option by giving written notice to accelerate Holdings of such election, setting forth the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, number of Executive Units to accelerate the exercise be repurchased by Holdings. The closing of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock repurchase pursuant to the Loan Documents, the Termination Put Option set forth hereinaboveshall take place on a date designated by Holdings, if but in any event not terminated later than 15 days after the date of receipt of MCS's written notice of election to exercise the Termination Put Option. At such closing, MCS shall deliver to Holdings the certificates representing the Executive Units to be repurchased by its terms hereinHoldings, and, subject to Section 1.6 hereof, Holdings shall terminatedeliver to MCS the purchase price for such Units by cashier's or certified check or wire transfer.

Put Option. The (a) If an IPO or a HK IPO has not been consummated by the Company hereby grants on or prior to Lender three and one-half (3-1/2) years after the Effective Date, each of the Original Other Shareholders shall have an option (the “each, a "Put Option”") to sell all require CNCHK to purchase a number of Shares equal to the lesser of (i) the total number of Shares it holds and (ii) the number of Shares it originally purchased pursuant to Section 4.01(b) plus the number of Shares subsequently purchased or received from any portion other Original Other Shareholder or an Affiliate of an Original Other Shareholder (in each case adjusted for any share splits, reverse share splits, share subdivisions, share consolidations, bonus issues, share dividends, reclassifications, rights offerings, dilutive offerings of equity or equity-linked securities or other events having similar effect) at a price per Share (the "Exercise Price") equal to the higher of (x) fifty percent (50%) of the Issued Shares Original Purchase Price and (the “Put Shares”y) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof Fair Market Value determined in accordance with Section 8.07. (the “Put Price”). The b) A Put Option may be exercised with respect to any amount that is equal to or less than the entire balance only once by each of the outstanding Put Shares, at any time Original Other Shareholders during the earlier to occur of six (6) month period from three and one-half (3-1/2) years after the following Effective Date (the "Put Option Period"), provided, that a Put Option is not exercisable by an Original Other Shareholder if an IPO or a HK IPO is consummated prior to such Original Other Shareholder delivering written notice of its intention to exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodOption. Any Original Other Shareholder desiring to exercise its Put Option (each being, a "Selling Shareholder") shall, prior to the expiration of the Put Option shall terminate and shall be of no further force or effect. The Period deliver a written notice (the "Put Option shall be exercisable by Lender’s delivery Notice") to CNCHK stating its intention to exercise its Put Option and identifying the total number of written notice Shares it desires to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from sell to CNCHK as at the date of the Put NoticeOption Notice (which shall be payable exclusively in U.S. Dollars in cash (unless otherwise agreed)). (c) The sale of the Shares identified in a Put Option Notice shall be completed on a date mutually agreed upon by CNCHK and the Selling Shareholder delivering such Put Option Notice and, in any event within seven (7) Business Days after the date of the Fair Market Value determination at such reasonable time and place that CNCHK and such Selling Shareholder agree. On or before At the completion of such sale, the Selling Shareholder shall, against payment of the Exercise Price multiplied by the number of Shares identified in the Put Closing DateOption Notice, Lender will deliver to CNCHK such certificate or certificates evidencing all the Company the certificate(s) representing Shares identified in the Put Option Notice, free and clear of all Encumbrances. CNCHK shall pay in U.S. Dollars an amount equal to the Exercise Price multiplied by the number of Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers identified in blank) and the Company shall tender to Lender the Put Price in cash Option Notice by wire transfer of in immediately available funds to an the bank account at a bank designated by Lenderthe Selling Shareholder at least three (3) Business Days prior to such date of completion. The Company and Lender acknowledge and agree that If the Company’s Selling Shareholder does not deliver to CNCHK such certificate or certificates evidencing all the Shares identified in the Put Option Notice, the obligation of CNCHK to purchase the Issued Shares from Lender and the obligation of the Selling Shareholder to sell the Shares pursuant to the Put Option is an Obligation secured by Notice from the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price Selling Shareholder shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyterminated. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants 8.1 Shareholder 2 shall have the right to Lender an option call upon Shareholder 1 to purchase all of the Shares held by Shareholder 2 in the event of a change of Control of Shareholder 1 or any company forming part of the same corporate group as Shareholder 1, whether such change of Control takes place on a direct or indirect basis (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with . 8.2 With respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by granted to Shareholder 2 in terms of clause 8.1 above, Shareholder 2 shall have the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option by sending the Exercise Notice (as defined in clause 8.3 below) and requiring Shareholder 1 to purchase all of its Shares in the Company at the Exercise Price and in accordance with the provisions of this clause 8. Shareholder 2 undertakes to sell its Shares subject to a Put Option to Shareholder 1 in accordance with the terms and conditions of this Agreement. 8.3 In the event that Shareholder 2 wishes to exercise the Put Option, Shareholder 2 shall not provide a notice in writing to this effect to Shareholder 1, which notice shall specify the number of Shares to be transferred acquired by Shareholder 1 pursuant to the Put Option and the Exercise Price (the “Exercise Notice”). 8.4 The Put Option shall be deemed exercised on the date of receipt of the Exercise Notice delivered by hand or assigned on the date of the first presentation by the postal service of the Exercise Notice (the “Exercise Date”). 8.5 Subject to any third party. 6.1 Notwithstanding regulatory consents or approvals which may be required, the foregoing, Lender completion of the Put Option and the transfer of title to the Shares held by Shareholder 2 to Shareholder 1 shall have the right, but not the obligation, to accelerate occur on a date following the exercise of the Put Option upon determined by Shareholder 2, being a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) date which is no later than thirty 15 days following the Exercise Date (30) days prior to the completion date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event being referred to as the “Completion Date”). 8.6 On the Completion Date, Shareholder 2 shall deliver to Shareholder 1 a share transfer instrument providing for the sale and purchase of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event legal and beneficial ownership of Default)the shares being sold with full title guarantee and free from any Encumbrance in accordance with the relevant terms set out in this Agreement, in which event duly signed and made out to Shareholder 1, together with the Put Price shall be added share certificates relating thereto and such other documents as Shareholder 1 may reasonably require to show good title to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall shares in question or to enable Shareholder 1 to be immediately due and payable to Lender. 6.3 If any portion registered as holder of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateshares in question.

Put Option. (a) At any time prior to the [***] of the Initial Closing Date, Sprint may from time to time elect to put any or all of the Spectrum to Operator by providing notice (a "Put Notice") to Operator informing Operator of Sprint's intent to exercise its put rights and identifying the amount of Spectrum to be transferred. The Company hereby grants price paid by Operator to Lender an Sprint upon the closing of such put option (the “"Put Option”Price") will be (i) if the Put Notice is sent prior to sell the [***] of the Initial Closing SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63 Date, [***] multiplied by the number of MHz Households covered by the Put Spectrum, or (ii) if the Put Notice is after the [***] of the Initial Closing Date an amount equal to (A) [***] multiplied by the number of MHz Households covered by the Put Spectrum, less (B) the sum, after taking into effect any credits which Operation has received with respect to such Put Spectrum, of the Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees attributable to such Put Spectrum, that proportion of the Initial Fee attributable to such Put Spectrum, and Market Closing Payments paid with respect to the Put Spectrum. An example of the computation of the Put Price after the [***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which Sprint will put pursuant to this Section 17.2 will be determined as of the date of such Put Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given market which Sprint will put to Operator pursuant to this Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs after the [***] of the Initial Closing Date, Sprint may not put any Spectrum to Operator that is subject to a Primary Lease unless at least one year is remaining of the last term (including any renewals) of the Primary Lease. (b) If Sprint elects to put less than all of the Spectrum in a given Closed Market, for a period not to exceed 30 days following the Put Notice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Spectrum. (c) If the Parties do not reach agreement as to the identity of the Put Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum for such Closed Market into no more than [***] with each containing approximately (within plus or minus 2% of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Sprint has selected the amount of Spectrum identified in the Put Notice, and such Spectrum selected by Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will not be exactly equal in terms of MHz Households. (d) Following the Put Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the transaction documents based substantially upon the terms and conditions specified in the term sheet (the "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the identity of the Put Spectrum is determined pursuant to Section 17.2 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's SPRINT PROPRIETARY INFORMATION EXECUTION VERSION consent to an assignment of the Sprint Authorizations to Operator for any Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Put Assignment Application, or if the FCC grants any Put Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Assignment Application or grants any Put Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(i), including all application fees imposed by the FCC on the filing of any Put Assignment Application and all legal fees incurred in the preparation and prosecution of any Put Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Put Spectrum which is Leased Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator, If any person petitions the FCC to deny any Put Leased Spectrum Assignment Application, or if the FCC grants any Put Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Leased Spectrum Assignment Application or grants any Put Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section SPRINT PROPRIETARY INFORMATION EXECUTION VERSION (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any portion third party petition or complaint regarding the assignment of the Issued Shares lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice through the date on which the Parties determine the identity of the Put Spectrum as set forth above, Operator will not, without Sprint's prior consent, make any material modifications or changes in the operation of the Spectrum in a Closed Market which is the subject of a Put Notice or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to such Spectrum unless such modifications are required by contractual or regulatory deadlines. If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Notice until the date on which the Parties close the put (the “"Put Shares”) Closing"), Operator will not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the operation of the Put Spectrum or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to the Company for a total purchase price of $195,000, pro-rated Put Spectrum. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 66 (f) The Put Closing for any portion thereof (the “Put Price”). The Put Option may be exercised given Closed Market with respect to any amount that is equal to or less than Put Spectrum which does not require the entire balance of FCC's consent for the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing transfer contemplated herein will take place on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify 30 days following the date on which the closing of the purchase identity of the Put Shares shall Spectrum is determined pursuant to Sections 17.2(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Put Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Sprint's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Put Closing for any given Closed Market with respect to any Put Spectrum which is the subject of a Put Assignment Application or a Put Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (g) At the “Put Closing Date”)Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Put Spectrum to Operator and Operator will pay Sprint the Put Price in immediately available funds. Operator will have the option to buy any Sprint Transmission Equipment which is owned by Sprint and is used solely in connection with the Put Spectrum for its fair market value as determined pursuant to Section 17.4. Operator may exercise such date shall be no earlier than ten (10) days but option by providing written notice of its intent to do so no later than thirty 20 days following the Put Notice. If Operator elects to exercise such option, at the Put Closing, Operator will pay Sprint the fair market value of such Sprint Transmission Equipment and Sprint will deliver to Operator a xxxx of sale, without warranty, delivering title to such Sprint Transmission Equipment to Operator. Notwithstanding anything to the contrary contained herein, to the extent that any Put Closing applies to all Spectrum in a given Closed Market, the applicable Tower Sublease for such Closed Market will remain in effect notwithstanding any provision set forth therein stating that such Tower Sublease will terminate upon termination of this Agreement. (30h) days from Effective as of the Put Closing with respect to any Put Spectrum, (i) such Put Spectrum will no longer be considered Spectrum for purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Put Spectrum will no longer be a Primary Lease for purposes of this Agreement. Effective as of the Put Closing with respect to any Put Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Put Spectrum as of the date of the Put Notice. On or before Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (i) Following the Put Closing Datewith respect to any Put Spectrum, Lender Operator and Sprint will deliver provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional SPRINT PROPRIETARY INFORMATION EXECUTION VERSION notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Put Closing FCC inquiry or any third party petition or complaint regarding the Company transfer of such Put Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the certificate(s) representing FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Put Shares (duly endorsed for transfer Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by Lender or accompanied by duly executed stock powers in blank) such adversely affected Party, such Party and the Company shall tender other relevant Party will use their Efforts to Lender secure reconsideration or review of such action. Each Party will be responsible for the Put Price in cash by wire transfer payment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree one-half of all Costs that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured Parties incur in connection with their performance under this Section 17.2(i), including all fees imposed by the Collateral FCC on the filing of any notification and any related guarantees under all legal fees incurred in the Loan Documents, preparation and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise prosecution of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionnotification. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender At any time following a Put Option Event, if a registration statement is not available for the resale of the Warrant Shares and the Warrant Shares are not otherwise freely tradable under the Securities Act as of such date, the Holder shall have an irrevocable right and option (the “Put Option”) ), to sell exercise the Put Option, at its sole discretion, to require the Company to purchase, out of funds lawfully available therefor, all or any portion of this Warrant (including any warrants issued upon assignments of this Warrant), and in the event the Holder has exercised all or any portion of this Warrant prior such Put Option Event, all or any portion of the Issued Warrant Shares (issued upon exercise hereof, at the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion Black Scholes Value thereof (the “Put Option Price”). The Company shall notify the Holder in writing of the date upon which any Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Event shall occur at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the least ten (10) Business Day period commencing on Days prior to such date. If the first anniversary hereofHolder wishes to exercise the Put Option, in whole or (b) in part, it shall furnish to the ten (10) Company a written notice notifying the Company of its election to exercise the Put Option and specifying the number of Warrant Shares for which it is exercising the Put Option and identifying the Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of such written notice to as the Company date of purchase (the “Put NoticeDate”) (provided, that the Company shall have at least three (3) Business Days after the of Put Date to purchase the Warrant and Warrant Shares set forth in the notice). The Upon receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, and the Company shall purchase from the Holder, the Warrant and the Warrant Shares set forth in the notice at the Put Notice Option Price on the Put Date; provided, however, that if and to the extent this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall specify be reduced by the date on which the closing Exercise Price for such unexercised portion of the purchase of Warrant Shares set forth in the notice. On the Business Day three (3) Business days after the Put Shares shall take place Date (the “Put Closing Date”), the Holder exercising the Put Option shall deliver to the Company this Warrant and, if applicable, certificate(s) or other documentation evidencing the Warrant Shares subject to such Put Option to be purchased on the Put Date against payment by the Company of the aggregate Put Option Price by wire transfer in immediately available funds to a bank account designated by the Holder. Notwithstanding the foregoing, if the Company does not have sufficient funds legally available to purchase on the Put Closing Date the portion of the Warrant and/or Warrant Shares set forth in the notice or is restricted by any loan or financing agreement to which the Company is a party or by which the Company is bound from making such payments, the Company shall not be required to purchase hereunder but instead shall purchase on such date the maximum amount of the Warrant and/or the Warrant Shares legally permissible and shall thereafter purchase the remainder of the Warrant and/or Warrant Shares (or the maximum portion thereof that can be no earlier than ten purchased with then legally available funds) as soon as additional funds become legally available for such purchase, together with interest accrued on the purchase price for such remaining amount of the Warrant and/or the Warrant Shares from Put Closing Date through the date of actual purchase at a rate of twelve percent (1012.0%) days but no later than thirty (30) days per annum, compounding monthly. In addition, the Company shall not make any cash dividends or distributions to its stockholders from the Put Closing Date through the date of the Put Noticeactual purchase of the entire portion of the Warrant and/or the Warrant Shares specified in the notice delivered by the Holder to the Company pursuant to this Section 6(b). On or before In the event the Holder exercises the Put Closing DateOption for less than the entire Warrant or less than all of the Warrant Shares, Lender will the Company shall cancel this Warrant, and execute and deliver to the Company Holder a New Warrant evidencing the certificate(sunexercised portion of this Warrant. (a) representing The closing of the Put Shares (duly endorsed for transfer purchase by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender of this Warrant and/or the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Warrant Shares, if applicable, pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in shall occur on the Loan Agreement)Put Closing Date. At the closing, as follows: The Company the Holder shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior deliver to the date of Company this Warrant and, if this Warrant has previously been exercised in part, the proposed consummation of the Fundamental TransactionWarrant Shares issued upon such exercise, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise against payment by the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following Price by wire transfer in immediately available funds to a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured bank account designated by the Collateral thereunder, and shall be immediately due and payable to LenderHolder. 6.3 If any portion (b) The Company shall bear all reasonable fees, costs, expenses and charges incurred in connection with the determination of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabovePrice, if not terminated including, without limitation, all reasonable fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any reasonable legal fees and expenses incurred by its terms herein, shall terminatethe Holder in connection with such determination.

Put Option. The Company hereby grants If the Call Option has not been exercised, or in the event the Callholder is not required or fails to Lender an option (deliver the “Put Option”) Call Price to sell all the Trustee by 12:00 noon, New York City time, on the relevant Coupon Reset Date, or any portion if such Coupon Reset Date is not a Business Day at such time on the next succeeding Business Day, the Trustee will be required for and on behalf of the Issued Shares (Holders of the “Put Shares”) Securities of this series to exercise the option to put the Securities of this series to the Company for pursuant to the terms hereof ("Put Option"). Upon exercise of the Put Option, the Company will be required to redeem all of the Securities of this series on the applicable Coupon Reset Date at a total purchase redemption price equal to 100% of $195,000the aggregate principal amount of the Securities of this series, pro-rated for any portion thereof if such Coupon Reset Date is the Initial Coupon Reset Date, or at the Dollar Price, if such Coupon Reset Date is the Floating Period Termination Date (in each case, the “"Put Redemption Price”"). The Put Option may will be exercised with respect to any amount that is equal to or less than automatically by the entire balance Trustee, for and on behalf of the outstanding Holders, if the Call Option has not been exercised, or in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid. If the Trustee exercises the Put SharesOption, the Company will deliver the Put Redemption Price to the Trustee, together with the accrued and unpaid interest due on the applicable Coupon Reset Date, by no later than 2:00 p.m., New York City time, on such Coupon Reset Date, or if such Coupon Reset Date is not a Business Day at any such time during on the earlier to occur next succeeding Business Day, and the Holders of the following Put Option exercise periods (Securities of this series will be required to deliver the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration Securities of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice this series to the Company (against payment therefor on such Coupon Reset Date through the “facilities of DTC. No Holder of any Security of this series or any interest therein has the right to consent or object to the Trustee's duty to exercise the Put Notice”)Option. The Put Notice shall specify Notwithstanding anything herein to the date on which contrary, the closing failure of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right Trustee to exercise the Put Option shall not be transferred affect the obligation of the Company, which is absolute and unconditional, to redeem the Securities of this series on the applicable Coupon Reset Date if the Call Option has not been exercised, or assigned in the event the Callholder is not required or fails to deliver the Call Price to the Trustee as aforesaid, and no Holder of any third party. 6.1 Notwithstanding the foregoing, Lender Security of this series shall have any claim against the right, but not the obligation, Trustee for its failure to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen Determination of Applicable Interest Rate From and after the issuance date to but excluding the Initial Coupon Reset Date and from and after the Fixed Rate Coupon Reset Date to but excluding the Maturity Date, interest shall accrue on the basis of a 360-day year of twelve 30-day months. If the Callholder elects to purchase the Securities of this series, then by 3:30 p.m., New York City time, on the third Business Day immediately preceding the applicable Coupon Reset Date, the Calculation Agent will determine either (15a) days of Lender’s receipt the Floating Rate Spread, in the case of the Fundamental Transaction Notice, Lender shall advise Initial Coupon Reset Date where the Company whether the Lender has elected to accelerate exercise its Floating Period Option, or (b) the exercise Interest Rate to Maturity, to the nearest one hundredth of one percent per annum, unless the Company is required to redeem the Securities of this series. Each Floating Period Interest Rate will equal the sum of the Put Reference Rate and the Floating Rate Spread, and the Interest Rate to Maturity will equal the sum of the Base Rate and the Applicable Spread. Both the Floating Rate Spread and the Applicable Spread will be based on the Dollar Price of the Securities of this series. The Floating Period Interest Rate, the Interest Rate to Maturity and the Dollar Price for the Securities of this series as announced by the Calculation Agent, absent manifest error, will be binding and conclusive upon the beneficial owners of the Securities of this series, the Company and the Trustee. Following the Callholder's election to purchase the Securities of this series in connection with the Initial Coupon Reset Date, but prior to the Floating Period Notification Date, which will be the fourth Business Day prior to the Initial Coupon Reset Date, the Company may elect, by notice to the Callholder and the Trustee, to exercise its Floating Period Option. Lender’s failure to timely notify If the Company so elects, the Securities of Lender’s intention this series will bear interest at the Floating Period Interest Rate until the Floating Period Termination Date, which will be the earlier of May 15, 2004, or the date which otherwise would be the first Reference Rate Reset Date following the Floating Period Termination Notification Date. The Floating Period Termination Notification Date will be at least four Business Days prior to accelerate such Reference Rate Reset Date. In the Put Option shall be deemed an intention to decline to accelerate event that the Put Company exercises its Floating Period Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise maturity date of the Put Option following an Event Securities of Default under this series will be extended to the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event tenth anniversary of Default)the Floating Period Termination Date, in which event case the Put Price Securities of this series will mature not later than May 15, 2014. The amount of interest payable for each day that the Securities of this series are outstanding during the Floating Rate Period will be calculated by dividing the Floating Period Interest Rate in effect for such day by 360 and multiplying the result by the Dollar Price. The amount of interest payable for any Floating Rate Reset Period will be calculated by adding the interest payable for each day in the Floating Rate Reset Period. As long as the Securities of this series are listed on the Luxembourg Stock Exchange ("LSE"), (i) the Company shall be added notify LSE, not later than five Business Days prior to the Obligations under Scheduled Maturity Date, of any extension of maturity and (ii) the Loan Agreement and secured by the Collateral thereunder, and Calculation Agent shall be immediately due and payable to Lender. 6.3 If any portion notify LSE of the Note is converted into Common Stock pursuant to Floating Period Interest Rate for any Floating Rate Period no later than the Loan Documentsfirst day of such period. If the Callholder has exercised the Call Option, the Put Option Company and the Calculation Agent will complete the following steps in order to determine each Coupon Reset Rate. The Company and the Calculation Agent will use reasonable efforts to cause the actions set forth hereinabove, if not terminated by its terms herein, shall terminatebelow to be completed in as timely a manner as possible.

Put Option. The Subject to the rights of the Company under this Section 5, the Company hereby grants to Lender an option Xxxxx the option, right and privilege (the “Put Option”) "Right to sell all or any portion Put"), exercisable by written notice, in the case of the Issued Shares First Options, during the one-year period prior to the First Expiration Date, and in the case of the Second Options, during the one-year period prior to the Second Expiration Date, to require the Company to purchase from Xxxxx the then unexercised First Options or Second Options, as the case may be (the “Put Shares”Options in respect of which such notice is given is referred to in this Section 5 as the "Subject Options"), for a purchase price equal to the Formula Price (as hereinafter defined), provided (i) Xxxxx is then employed by the Company or his employment by the Company was terminated prior thereto by reason of his death or disability while employed by the Company and (ii) the Common Stock of the Company is not then registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 5.1. The Company shall elect, by written notice to Xxxxx within 90 days after receipt of notice from Xxxxx of his exercise of the Right to Put, to (i) purchase the Subject Options for the Formula Price, (ii) lend to Xxxxx the Purchase Price for the Option Stock issuable pursuant to the Subject Options plus the amount necessary to pay any Federal and state income tax due upon and by reason of the exercise by Xxxxx of the Subject Options (in which event Xxxxx shall be deemed to have exercised the Subject Options), or (iii) extend the Expiration Date of the Subject Options. If the Company does not make such election within such 90-day period, the Company shall be deemed to have elected to extend the Expiration Date of the Subject Options for a period of five years. 5.2. In the event that the Company elects to purchase the Subject Options, payment of the Formula Price shall be made at a closing to be held at the offices of attorneys for the Company on a date selected by the Company within 30 days after the expiration of the 90-day period described in Section 5. 1. At the closing, the purchase price for the Subject Options shall be paid in full in cash or by bank cashier's check. At the closing, Xxxxx shall execute and deliver an instrument satisfactory to the Company for a total purchase price cancelling and terminating the Subject Options. Certain capitalized terms used in this Section 5 have the meanings ascribed thereto in those certain Warrant Agreements dated as of $195,000December 18, pro-rated for any portion thereof 1986, as subsequently amended (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”"Warrant Agreement"), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) between BBC and the Company shall tender to Lender the Put Price in cash then holders of its Series A Capital Notes, which Capital Notes and related warrants were redeemed by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyBBC. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Subject to the last sentence of this Section 1.4, after the occurrence of a Put Event or within the first sixty days after the second anniversary of the Closing Date and each succeeding anniversary of the Closing Date, each Purchaser shall have the right (a "Put Right") to cause SatCon to purchase all of the Preferred Shares and warrants issued to such Purchaser pursuant to this Agreement, all Preferred Shares or other capital stock of the Company hereby grants issued in payment of dividends on such Preferred Shares and all Conversion Shares issued to Lender an option such Purchaser (collectively, the "Put Shares") for a consideration (the “"Put Option”Consideration") to sell all or any portion of the Issued Shares (the “Put Shares”) equal to the Company for a total purchase price sum of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (ai) the ten stated value of (10A) Business Day period commencing on the first anniversary hereof, or such Preferred Shares owned by such Purchaser and (bB) the ten Preferred Shares that were converted into Conversion Shares plus (10ii) Business Day period commencing all accrued but unpaid dividends (whether or not declared) on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective such Preferred Shares. A Purchaser may exercise its Put Right by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of delivering to SatCon a written notice to the Company (the “Put Notice”)of such exercise, which notice, once given, shall not be revoked without SatCon's consent. The Put Notice shall specify the date on which the closing Consummation of the purchase of the Put Shares by SatCon shall take place at a closing to occur at the principal offices of SatCon on a date chosen by SatCon (with at least three Business Days' advance written notice to the “Purchaser exercising such Put Closing Date”), which such date shall be no earlier than ten (10Right) days but no later than thirty (30) 25 days from after the date of the it receives such Put Notice. On or before At such closing, the Purchaser exercising such Put Closing Date, Lender will Right shall deliver to SatCon the Company the certificate(s) certificates representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) , and the Company SatCon shall tender deliver to Lender such Purchaser the Put Price Consideration in cash by wire transfer shares of immediately available funds to an account at a bank designated by LenderSatCon Common Stock. The Company and Lender acknowledge and agree that number of shares to be issued in payment of such Put Consideration shall equal the quotient obtained by dividing the Put Consideration by the Average Market Price. No fractional share shall be issued in such payment; in lieu of issuing any such fractional share, SatCon shall pay to such Purchaser cash in an amount equal to the amount of such fraction multiplied by the Average Market Price. The Put Rights set forth in this Section 1.4 shall terminate, if not previously exercised, at 5 p.m. New York time on the earlier of (x) the fifth anniversary of the Closing Date, (y) the date the Company’s obligation to purchase 's Common Stock is listed on the Issued Shares from Lender pursuant New York Stock Exchange or the Nasdaq National Market or (z) as to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Rights of a Purchaser resulting from a Put Option is outstanding and, if exercisedEvent, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon 100th day after such Purchaser receives a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice from SatCon delivered after the occurrence of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the such Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the Event requesting that such Purchaser either exercise of the or waive its Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Rights resulting from such Put Option shall be deemed an intention to decline to accelerate the Put OptionEvent. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants HBT shall provide to Lender an Sofinov upon written notice to HBT the option (a "PUT OPTION") that will become effective on or after August 23, 2002. Upon the “exercise by Sofinov of its Put Option”) , HBT shall be required to sell all or any portion of the Issued Shares repurchase (the “Put Shares”) subject to the Company for a total purchase price provisions of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine CLAUSE (9) months after below) all shares then held by Sofinov (the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the "SECURITIES") at their then fair market value. (1) The Put Option shall terminate and shall be upon the occurrence of a Public Stock Offering by HBT of its Common Stock. (2) For a period of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later less than thirty (30) days from after Sofinov gives the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of exercise (the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later "NOTICE"), Sofinov and HBT shall attempt to agree upon a price for the Securities. If they are unable to agree, then, on any date which is more than thirty (30) days prior after the Notice, Sofinov may notify HBT (the "APPRAISAL NOTICE") that it intends to determine the fair market value of the applicable Securities through an appraisal mechanism. The Appraisal Notice shall be accompanied by the name of the Appraiser ("SOFINOV'S APPRAISER") selected by Sofinov to appraise the applicable Securities. Within thirty (30) days after the Appraisal Notice, HBT shall notify (the "COUNTER-APPRAISAL NOTICE") Sofinov's Appraiser of the name of the appraiser selected (the "HBT APPRAISER") to appraise the applicable Securities. During the ninety (90) day period following the date of the proposed consummation Counter Appraisal Notice the two appraisers (the "APPRAISERS") shall separately determine the fair market value of the Fundamental Transactionapplicable Securities. HBT shall provide the Appraisers with an in-house financial statement as close as possible to the "EXERCISE DATE." The ninety (90) day period shall be extended by the time it takes to provide the in-house financial statement, together with all relevant information relating theretowhich shall include at a minimum a Profit and Loss statement and a Balance Sheet. (3) If HBT fails or refuses to select an appraiser within the thirty (30) day period, then the value of the applicable Securities as determined by Sofinov's Appraiser shall be deemed to be its fair market value. (4) If the fair market value of the applicable Securities, as determined by one of the Appraisers, is within ten percent (10%) of the value as determined by the second Appraiser, then the fair market value shall be deemed to be the average of the two appraisals. If the difference in the valuations of the two Appraisers is more than ten percent (10%), then the two Appraisers shall select a third appraiser (the "THIRD APPRAISER") who shall, within ninety (90) days after his appointment, determine the fair market value of the applicable Securities, which may not, in form sufficient any event, be lower than the lowest nor higher than the highest of the values as determined by Sofinov's Appraiser and HBT's Appraiser. (5) Each appraiser selected must be experienced in appraising businesses of the type HBT is engaged in. (6) The fair market value of the applicable Securities shall be determined without reference to enable Lender a minority discount or a control premium. (7) Sofinov shall pay the fees for Sofinov's Appraiser; HBT shall pay the fees for the HBT's Appraiser; and Sofinov and HBT shall each pay one half (1/2) of the fees for the Third Appraiser. (8) Subject to make an informed decision the provisions of CLAUSE (9) below, within one hundred twenty (120) days after determination of the fair market value of the applicable Securities (a) Sofinov shall transfer the applicable Securities to HBT and (b) HBT will pay Sofinov, in cash, the fair market value for the applicable Securities. The transfer by Sofinov shall be without any representations or warranties except that Sofinov (1) owns the applicable Securities free and clear of any liens or encumbrances and (2) is lawfully empowered to transfer the applicable Securities to HBT. (9) In the event of failure of HBT to purchase the applicable Securities as described in this CLAUSE (9), HBT and Sofinov shall work together, in good faith, to whether it should accelerate sell HBT. If HBT fails to actively and aggressively market its sale in good faith (with the Put Optionactive assistance of Sofinov), and/or if the joint efforts of HBT and Sofinov do not result in the sale of HBT at the best available price for a period of one year following the 120 days referred to in CLAUSE (8), then Sofinov shall have the right to (a) elect a committee of the Board of Directors that will be fully authorized to bind the Board of Directors to pursue a sale of HBT and (b) approve a sale of HBT at a price and on terms that are reasonably acceptable to Sofinov. Within fifteen The proceeds of the sale of the HBT pursuant to this CLAUSE (159) shall be allocated among the shareholders in accordance with their respective equity interests. Alternatively, Sofinov may offer to purchase, for cash, all the shares of Common Stock in HBT held by other shareholders at the then current fair market value, determined in accordance with the appraisal procedures described in this Section. Sofinov shall give the shareholders written notice of its offer to purchase, which offer the shareholders shall accept, and the closing of the sale shall be consummated within thirty (30) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added delivery to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable shareholders of Sofinov's offer to Lenderpurchase. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) At any time prior to the [***] of the Initial Closing Date, Sprint may from time to time elect to put any or all of the Spectrum to Operator by providing notice (a "Put Notice") to Operator informing Operator of Sprint's intent to exercise its put rights and identifying the amount of Spectrum to be transferred. The Company hereby grants price paid by Operator to Lender an Sprint upon the closing of such put option (the “"Put Option”Price") will be (i) if the Put Notice is sent prior to sell all or any portion the [***] of the Issued Shares Initial Closing SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63 Date, [***] multiplied by the number of MHz Households covered by the Put Spectrum, or (ii) if the “Put Shares”Notice is after the [***] of the Initial Closing Date an amount equal to (A) to [***] multiplied by the Company for a total purchase price number of $195,000MHz Households covered by the Put Spectrum, pro-rated for less (B) the sum, after taking into effect any portion thereof (the “Put Price”). The Put Option may be exercised credits which Operation has received with respect to such Put Spectrum, of the Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees attributable to such Put Spectrum, that proportion of the Initial Fee attributable to such Put Spectrum, and Market Closing Payments paid with respect to the Put Spectrum. An example of the computation of the Put Price after the [***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put Notice will identify the amount of Spectrum that Sprint intends to put for such Closed Market. The amount of Spectrum which Sprint will put pursuant to this Section 17.2 will be determined as of the date of such Put Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a given market which Sprint will put to Operator pursuant to this Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs after the [***] of the Initial Closing Date, Sprint may not put any amount Spectrum to Operator that is equal subject to or less than the entire balance a Primary Lease unless at least one year is remaining of the outstanding Put Shares, at last term (including any time during the earlier to occur renewals) of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or Primary Lease. (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration If Sprint elects to put less than all of the Issued Shares is declared effective by the SEC . If Spectrum in a given Closed Market, for a period not exercised during to exceed 30 days following the Put PeriodNotice, the Parties will negotiate in good faith to determine the identity of the Spectrum which will be Put Option shall terminate Spectrum. (c) If the Parties do not reach agreement as to the identity of the Put Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum for such Closed Market into no more than [***] with each containing approximately (within plus or minus 2% of an equal amount) an equal amount of Spectrum (on a MHz Household basis) and shall be will send Operator notice of the Spectrum Groupings, and (ii) no further force later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or effecttelephonically and the parties will alternately select (with Operator selecting first) Spectrum Groupings until Sprint has selected the amount of Spectrum identified in the Put Notice, and such Spectrum selected by Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will not be exactly equal in terms of MHz Households. (d) Following the Put Option shall be exercisable by Lender’s delivery of written notice Notice, Sprint and Operator will negotiate in good faith to reach agreement as to the Company transaction documents based substantially upon the terms and conditions specified in the term sheet (the “Put Notice”). The Put Notice shall specify "Put/Call Term Sheet") attached as Exhibit G. No later than 10 days following the date on which the closing of the purchase identity of the Put Shares shall take place Spectrum is determined pursuant to Section 17.2 (the “Put Closing Date”a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 64 consent to an assignment of the Sprint Authorizations to Operator for any Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Put Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Put Assignment Application, or if the FCC grants any Put Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Assignment Application or grants any Put Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(i), including all application fees imposed by the FCC on the filing of any Put Assignment Application and all legal fees incurred in the preparation and prosecution of any Put Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Put Spectrum which is Leased Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such date shall actions and give all such notices as may be no earlier required or requested by the FCC or as may be appropriate to expedite the grant of any Put Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator, If any person petitions the FCC to deny any Put Leased Spectrum Assignment Application, or if the FCC grants any Put Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Put Leased Spectrum Assignment Application or grants any Put Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section SPRINT PROPRIETARY INFORMATION EXECUTION VERSION (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Put Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment Notification"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any third party petition or complaint regarding the assignment of the lease of such Leased Spectrum in support of such assignment without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum Assignment Notification or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d), including all application fees imposed by the FCC on the filing of any Put Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) If Sprint elects to put less than ten (10) days but no later than thirty (30) days all of the Spectrum in a given Closed Market, from and after the Put Notice through the date on which the Parties determine the identity of the Put NoticeSpectrum as set forth above, Operator will not, without Sprint's prior consent, make any material modifications or changes in the operation of the Spectrum in a Closed Market which is the subject of a Put Notice or enter into, or permit any Third Party Licensee to enter into, any Coordination Documents with respect to such Spectrum unless such modifications are required by contractual or regulatory deadlines. On or before If Sprint elects to put less than all of the Spectrum in a given Closed Market, from and after the Put Closing DateNotice until the date on which the Parties close the put (the "Put Closing"), Lender Operator will deliver not, without Sprint's prior consent, not to be unreasonably withheld, conditioned or delayed, make any material modifications or changes in the Company the certificate(s) representing operation of the Put Shares (duly endorsed for transfer by Lender Spectrum or accompanied by duly executed stock powers in blank) and the Company shall tender enter into, or permit any Third Party Licensee to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant enter into, any Coordination Documents with respect to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partySpectrum. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (i) In the event that a Put Option Event shall occur at any time during the period from the Tranche A Funding Date to Lender an option and including the end of the Term, the Administrative Agent, at the direction of the Purchasers, shall have the right, but not the obligation (the “Put Option”), exercisable within sixty (60) to sell all or any portion days after the earlier of the Issued Shares occurrence of a Put Option Event or the Administrative Agent’s receipt of written notice from the Company of a Put Option Event (the a “Put SharesOption Trigger”) to require the Company for to repurchase from each Purchaser its Assigned Interests and Assigned Tail Royalty Interests at the Put/Call Price; provided that during the occurrence and continuation of a total purchase price of $195,000, pro-rated for any portion thereof Bankruptcy Event (the an “Automatic Put PriceOption Trigger”), each Purchaser shall be deemed to have automatically and simultaneously elected to have the Company repurchase from each Purchaser the Assigned Interests and the Assigned Tail Royalty Interests for the Put/Call Price in cash and the Put/Call Price shall be immediately due and payable without any further action or notice by any Party. The In the event the Purchasers elect to exercise their Put Option may be exercised with respect (other than pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following an Automatic Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodTrigger), the Put Option Administrative Agent shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of deliver written notice to the Company specifying the closing date, which date shall be forty-five (45) days from the date of such notice (or such earlier date as such Purchaser and the Company may agree, the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Option Closing Date”), which such date shall notice must be no earlier than ten given within sixty (1060) days but no later than thirty (30) days from the date of the Put NoticeOption Trigger. On or before the Put Option Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender repurchase from each Purchaser its Assigned Interests and Assigned Tail Royalty Interests at the Put Put/Call Price in cash cash, the payment of which shall be made by wire transfer of immediately available funds to the Administrative Agent for the account of the Purchasers. (ii) For the avoidance of doubt, the Put/Call Price shall automatically be due and payable upon an Automatic Put Option Trigger, as if such payments (each, an “Automatic Put Payment”) were voluntarily prepaid and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this agreement, by operation of law or otherwise (including, without limitation, on account at of any bankruptcy filing), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Purchasers or profits lost by the Purchasers as a bank designated result of such acceleration, and by Lendermutual agreement of the Parties as to a reasonable estimation and calculation of the lost profits or damages of the Purchasers as a result thereof. Any Automatic Put Payment under Section 5.05(a)(i) above shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, acceleration or prepayment and the Company agrees that such Automatic Put Payments are reasonable under the circumstances currently existing. In the event an Automatic Put Payment is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite an Automatic Put Option Trigger having occurred, such Automatic Put Payment shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. The Company hereby waives the provisions of any present or future statute or law that prohibits or may prohibit the collection of the prepayment fee and Lender any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. The Company, the Administrative Agent and the Purchasers acknowledge and agree that any Automatic Put Payment due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 5.02(b)(3) of the Bankruptcy Code or otherwise. The Company further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The Company expressly agrees that (i) the Automatic Put Payments are reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) any Automatic Put Payment shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Purchasers and the Company giving specific consideration in this transaction for such agreement to pay the Automatic Put Payment, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 5.05(a), (v) the Company’s obligation agreement to purchase the Issued Shares from Lender pursuant pay any Automatic Put Payment is a material inducement to the Purchasers to fund the Purchase Price, and (vi) the Automatic Put Option is an Obligation secured Payments represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Purchasers and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Purchasers or profits lost by the Collateral and any related guarantees under the Loan Documents, and for so long Purchasers as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partya result of such event. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) If the ten (10) Business Day period commencing Call Option Holder does not exercise the Call Option, the registered holder of this Bond on the first anniversary hereof, or Reset Date shall have the right to require the Company to repurchase this Bond (bin whole and not in part) the ten (10) Business Day period commencing from such holder on the date which is nine Reset Date (9such right, the holder's "Put Option") months after the date that the registration statement for the registration at a price equal to 100% of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be principal amount of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company this Bond repurchased (the “"Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”Price"), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from in the date of circumstances described in the Put Noticenext paragraph. On or before In the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to event the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price shall be payable by the Company to the registered holder of this Bond on the Reset Date, whereas the accrued and unpaid interest on this Bond that becomes payable on the Reset Date shall be payable by the Company to the registered holder of this Bond on the corresponding Interest Payment Record Date, as provided herein and in the Indenture. If for any reason payment of the Put Price is not yet tenderedmade when due on this Bond, the Lender’s right accrued interest from the Reset Date to the date such payment is made would be payable by the Company as part of the Put Price for this Bond, to the person entitled to receive the Put Price Price. (b) On the Reset Date, the registered holder of this Bond on the Reset Date shall be secured deemed to have exercised its Put Option automatically, without any action on its part, for the full principal amount of this Bond held of record by such holder on the Reset Date unless either (x) the Call Option Holder has duly given a Call Notice or (y) if the Call Option Holder does not exercise the Call Option, (i) no later than 10:00 A.M. (Cincinnati, Ohio time) on the seventh Market Day prior to the Reset Date, the registered holder of this Bond at the time gives notice to the Trustee that such holder elects not to sell this Bond to the Company on the Reset Date (a "Hold Notice") and (ii) such notice is effective (an "Effective Hold Notice") under the 10% Requirement (as defined below). A Hold Notice must be given in the manner described in paragraph 11 below. Consequently, with respect to this Bond on the Reset Date, if a Call Notice is not duly given by the Collateral Call Option Holder and any related guarantees under an Effective Hold Notice is not duly given by the Loan Documents. Lender’s right applicable holder as provided above, the Company shall be obligated to exercise repurchase this Bond from the registered holder on the Reset Date, and the registered holder of this Bond on the Reset Date shall be obligated to sell this Bond to the Company, at the Put Option Price on the Reset Date. Any such sale and purchase shall not be transferred or assigned effected through the facilities of the Depositary, with the registered holder of this Bond on the Reset Date being deemed (in the absence of an Effective Hold Notice) to have automatically tendered this Bond in whole for sale to the Company on the Reset Date, all in accordance with the Depositary's Applicable Procedures as provided in paragraph 5 below. Notwithstanding any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon with respect to this Bond, this Bond shall remain outstanding until it otherwise ceases to be outstanding pursuant to the Indenture. (c) Notwithstanding the foregoing, no Hold Notice for this Bond shall be effective unless Hold Notices are duly given with respect to at least 10% of the principal amount of the Bonds outstanding. The provision described in this paragraph is called the "10% Requirement". If a Fundamental Transaction (as defined in Hold Notice is duly given for this Bond but the Loan Agreement)10% Requirement is not satisfied, as follows: The Company the Trustee shall send give written notice of that fact (a "10% Requirement Notice") to the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no registered holder of this Bond and the Company not later than thirty (30) days prior to the date close of business on the proposed consummation of seventh Market Day before the Fundamental Transaction, together with all relevant information relating theretoReset Date, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen manner described in paragraph 11 below. (15d) days of Lender’s receipt of Notwithstanding the Fundamental Transaction Noticeforegoing, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline be automatically exercised if the Call Option Holder exercises the Call Option but either (i) a Market Disruption Event or Failed Remarketing occurs, as provided in paragraph 4 below, or (ii) the Call Option Holder fails to accelerate pay the Put OptionFace Value on the Reset Date, as provided in paragraph 5(a) below. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company hereby irrevocably grants and issues to Lender an each Shareholder the right and option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for its shares of Parent Common Stock, beginning on December 31, 1999, in the event the Company has not filed a total purchase price registration statement covering a Qualified Initial Public Offering of $195,000, pro-rated for any portion thereof the Common Stock by such date (the “Put Price”"Put"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shareswill expire on March 31, at any time during the earlier to occur of the following Put Option exercise periods 2000. The purchase price (the “"Purchase Price") applicable to shares of Parent Common Stock covered by the Put Period”): shall be the lesser of (a) the ten (10) Business Day period commencing on value of the first anniversary hereof, shares of Parent Common Stock as of the date of this Agreement or (b) the ten Fair Market Value (10as hereinafter defined) Business Day period commencing of the shares of Parent Common Stock on the date which is nine the Shareholder exercises the Put. (9b) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Within thirty (30) days of the Parent's receipt of written notice, addressed as set forth in Section 11 hereto, from the date Shareholder of its intention to exercise the Put, Parent shall pay to the Shareholder, in cash or by certified or cashier's check, the Purchase Price, upon delivery to Parent of a certificate or certificates for the Shareholder's shares of Parent Common Stock. (c) The Fair Market Value of the shares of Parent Common Stock for purposes of the Put Notice. On or before shall be based on a valuation of the Parent of ten (10) times the Parent's trailing EBITDA, as of the date the Put Closing Date, Lender will deliver is exercised. (d) The Put described in this Section 2.8 is and shall at all times remain subject to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender rights of Parent's creditors as set forth in any agreement to which Parent is a party, or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lenderotherwise. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant Notwithstanding anything to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedcontrary in this Section 2.8, the Put Purchase Price is not yet tenderedmay only be paid if the Parent has paid, in full, Parent's then-current indebtedness under its loans from CoreStates Bank, N.A. and Sirrom Investments, Inc. (e) In the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right event a Shareholder attempts to exercise the Put Option and Parent determines that it does not have sufficient cash to pay such Shareholder the Purchase Price, such Shareholder may, in lieu of exercising the Put, purchase from Parent such number of shares of common stock of the Surviving Corporation ("Survivor Common Stock") as is necessary to give such Shareholder the same percentage ownership of the Surviving Corporation as he or she currently has of the Seller. The Shareholder's purchase price for such Survivor Common Stock shall not for the purposes hereof be transferred or assigned equal to any third party. 6.1 $300,000 from each Shareholder as well as the return from each Shareholder of all Parent Common Stock issued pursuant to this Agreement. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right Parent shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If sell any portion of the Note is converted into Survivor Common Stock pursuant to the Loan Documentsthis Section 2.8(e) if such sale would be prohibited by Parent's loan agreement and related loan documents, the Put Option set forth hereinabovedated March 6, if not terminated by its terms herein1998, shall terminate.with Sirrom Investments, Inc.

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, TPG shall have the option, exercisable in its sole discretion and exercisable only once (the “Put Option”) ), to sell require FEEL to purchase some or all or any portion of the Issued Series A Preferred Shares (the “Put Shares”) then owned by TPG (at the Put Price multiplied by the applicable number of Put Shares) by delivering written notice thereof to FEEL (with a copy to MIE and the Company for a total purchase price of $195,000, pro-rated for any portion thereof Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price for the Put Shares to TPG in full within one (1) year of the date of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable with FEEL for the obligations of FEEL set forth in this Clause 7. (b) Upon delivery by TPG of the Put Exercise Notice, FEEL shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in three (3) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than one (1) year after the date of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods ninety (the “Put Period”): (a90) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier Exercise Notice. No later than ten (10) days but no later than thirty (30) days from after the date of the Put Exercise Notice. On , FEEL shall notify TPG by written notice (the “Election Notice”) of (x) the election of a Single Purchase or before an Installment Purchase, (y) if FEEL elects an Installment Purchase, the dates of each installment (each, a “Put Closing Purchase Date”) and the number of Put Shares to be purchased on each Put Purchase Date, Lender will deliver to and (z) the Company time and place in Beijing for the certificate(s) representing closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. No later than five (duly endorsed 5) days after the date on which the Put Price must be finally determined in accordance with this Agreement, FEEL shall notify TPG by written notice of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price. If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date (which shall be treated as the Put Purchase Date but which shall not be later than five (5) days after the date on which the Put Price must be finally determined in accordance with this Agreement) and at such time and place in Beijing as TPG shall notify FEEL (with a copy to MIE and the Company). (c) Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the Put Shares has not been paid to TPG in full within one (1) year after the date of the Put Exercise Notice: (i) TPG shall first sell, transfer or assign any unpurchased Put Shares to any third party notwithstanding the provisions in Clauses 2.1, 2.2, and 2.3 of the Shareholders’ Agreement; (ii) if the net proceeds from the sale by Lender or accompanied TPG of unpurchased Put Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any additional Losses TPG may incur as a result of such failure by duly executed stock powers in blankMIE, the Company and/or FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency, the “Put Return Deficiency”), TPG’s rights under the Share Charge shall then become immediately enforceable solely for the purpose of recovering the amount of the Put Return Deficiency, including but not limited to the right to exercise the power of sale and all other powers, rights and benefits conferred by law and the Share Charge; and (iii) if the net proceeds recovered pursuant to paragraph (ii) above are insufficient for TPG to recover the Put Return Deficiency, then FEEL, MIE and the Company shall tender to Lender jointly and severally indemnify TPG for the unpaid amount of the Put Price in cash by wire transfer Return Deficiency (the date on which any such unpaid amount is paid to TPG, the “Put Return Deficiency Payment Date”), to the extent that any of immediately FEEL, MIE and the Company has from time to time lawfully available funds to an account at a bank designated by Lender. The do so and that it will be in compliance (after paying such unpaid amount) with all of the terms of the Standard Bank Facility under which it has outstanding obligations on the relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”) provided, that if any of FEEL, MIE and the Company and Lender acknowledge and agree that the Company’s obligation does not fulfill its obligations to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and pay any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise part of such unpaid amount of the Put Option upon Return Deficiency on the relevant Put Return Deficiency Payment Date as a Fundamental Transaction result of the application of the restrictions set forth in this paragraph (as defined in the Loan Agreementiii), as follows: The Company it shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior remain subject to the date of obligation to pay the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise balance of the Put Option. Lender’s failure Return Deficiency as soon as it is able to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionpay in a manner that complies with such restrictions. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company hereby grants to Lender an Investor shall have the option (the “"Put Option”") to sell require the Company to repurchase from the Investor all or any portion of the Issued Shares (then held by the “Put Shares”) to Investor at the Company for a total purchase price of $195,0002.00 per Share, pro-rated by exercising the Put Option in accordance with the terms of this Section 1.3. The Company may assign its obligations under this Section 1.3 to any party, in whole or in part, but shall remain liable to Investor for any portion thereof such assigned obligations. (the “Put Price”). b) The Put Option may be exercised with respect one time, but not from time to any amount that is equal time, by written notice to or less than the entire balance of Company (the outstanding "Put Shares, at Notice") given any time during from the earlier to occur of the following Put Option exercise periods date hereof until, but not after, December 20, 2000 (the “"Put Exercise Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC "). If the Put Notice is not exercised given during the Put Exercise Period, the Put Option shall terminate and at the end of the Put Exercise Period. (c) The Put Notice shall be set forth the number of no further force or effectShares with respect to which Investor is exercising such Put Option. The Payment with respect to the Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but made no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the ten Business Days after exercise of the Put Option upon a Fundamental Transaction in accordance with the foregoing, but in no event later than December 29, 2000 (as defined in the Loan Agreement"Put Completion Date"), by federal wire transfer, payable in same day funds, pursuant to written instructions furnished by the holder to the Company in a timely manner, or by any other means as follows: The agreed to by Investor and the Company. (d) Any other provision of this Section 1.3 notwithstanding, the Company shall send written notice may, at its option, at any time (and from time to time) after receipt of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days a timely Put Notice and prior to the date Put Completion Date, instruct the Investor to sell, by written notice from the Company to Investor (a "Sale Notice"), within two Business Days of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction applicable Sale Notice, Lender shall advise such number of Shares as are specified in the applicable Sale Notice (and through, the broker, if any, specified in such Sale Notice), to another party designated by the Company whether in such Sale Notice (a "Purchaser") or into the Lender has elected to accelerate the exercise of the Put Optionopen market. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock Should Investor sell pursuant to the Loan Documentspreceding sentence, the Company will pay to Investor any amount by which the number of shares of Common Stock sold, times $2.00, exceeds the aggregate pre-tax net proceeds of such sale to the Investor. If the Purchaser fails to pay Investor by the Put Completion Date, the Company will pay for the Shares in accordance with this Section 1.3. If the Investor fails to sell any Shares that are the subject of a Sale Notice in accordance with the foregoing, the Put Option set forth hereinabove, if not terminated by its terms herein, applicable to such Shares shall automatically terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion 1.4.1 In consideration of the Issued Shares (mutual covenants contained in this Schedule 10, the “Put Shares”) Seller irrevocably undertakes to acquire, from the Company, the shares which the Company owns in FAMWA (referred to as the "SALE Shares") and the whole of the issued share capital of FAMCA ("PUT OPTION") at the Buyer's first request pursuant to paragraph 1.4.2 for Pound Sterling1 PROVIDED THAT such request is given at any time during the period from the occurrence of a total purchase price Failure Event until the first anniversary of $195,000, pro-rated for any portion thereof (the “Put Price”). occurrence of that Failure Event. 1.4.2 The Put Option may be exercised with respect by the Buyer serving written notice on the Seller and such notice shall state the date (which shall be not more than 20 Business Days nor less than 10 Business Days after the date upon which such notice is received by the Seller) and place in the United Kingdom where completion of the sale and purchase of the Sale Shares, and the completion of the sale of the entire issued share capital of FAMCA, shall take place. Subject only to clause 1.4.3, the parties shall be obliged to take all steps within their power to effect completion of such sales on the date nominated by the Buyer pursuant to this clause 1.4. 1.4.3 The Seller will not be obliged to complete the purchase of the Sale Shares until such time as: (a) it is able lawfully to acquire the Sale Shares without the Company having to offer any of such Sale Shares to any amount that is equal other person, whether pursuant to the constitutional documents of FAMWA or less than any other agreements between the entire balance shareholders; (b) the Services Agreement in the form approved by the Buyer and the Seller (such approval not to be unreasonably withheld or delayed) has been entered into by FIML, FAMWA and FAMCA; and (c) any consents or approvals to the sale of the outstanding Sale Shares and the shares held by the Seller in FAMCA which are required from any applicable Regulatory Authority have been obtained on terms that will not have a material adverse effect on the ability of either the Seller, FAMWA or FAMCA to carry on FAMWA's or as appropriate FAMCA's business in substantially the same manner as FAMCA's or FAMWA's business was carried out prior to completion of the Put SharesOption. The Seller shall, with effect from service of the relevant notice pursuant to clause 1.4.2, use all reasonable endeavours to promptly obtain the regulatory consents or approvals necessary or desirable in respect of any sale of the Sale Shares to it, and the shares held by the Company in FAMCA to it, pursuant in each case to the Put Option. The Buyer shall procure that the Company will provide any information and documents reasonably required and requested by the Seller for the purposes of making any submissions, filings or notifications in connection with such regulatory consents. 1.4.4 In consideration of the mutual covenants contained in this Schedule 10, the Seller irrevocably undertakes (subject to the completion of any required legal or regulatory formalities which the Seller shall use reasonable endeavours to complete) to acquire from the Company, at the Buyer's first request pursuant to this paragraph, the Company's interest in the African Funds PROVIDED THAT such request is given at any time during the earlier to occur period from the occurrence of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on a Failure Event until the first anniversary hereof, or of the occurrence that Failure Event. This option shall be referred to as the "AFRICAN FUNDS OPTION". The Seller will acquire any such interest pursuant to the African Funds Option for Pound Sterling204,000. The African Funds Option may be exercised by the Buyer serving written notice on the Seller and such notice shall state the date (bwhich shall not be more than 20 Business days nor less than 10 Business Days after the date upon which such notice is received by the Seller) and place in the ten (10United Kingdom where completion of the sale and purchase of the relevant interest(s) Business Day period commencing shall take place. The parties shall be obliged to effect completion of the sale and purchase of the Company's interest in the African Funds on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective nominated by the SEC Buyer pursuant to this paragraph. If not exercised during the Put PeriodOn such completion, the Put Option Seller shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice pay to the Company (Buyer the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers consideration in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyfunds. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an each Holder a put option (the “"Put Option”") entitling the Holder, at its election, to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total and to require the Company to purchase price of $195,000on the terms and conditions and in the manner stated herein and to the extent permitted by applicable law, pro-rated for any portion thereof all (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or and not less than the entire balance all) of the outstanding Put SharesWarrant Shares underlying such Holder's Warrant, at any time during and, upon the earlier to occur exercise of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate by the Holder, the Company agrees to purchase the Warrant Shares that such Holder desires to sell, all on the terms and shall be of no further force or effectsubject to the conditions and in the manner set forth herein. The Put Option shall be exercisable at any time after December 31, 2001, prior to the expiration, redemption or cancellation of the Warrants upon receipt by Lender’s delivery the Company of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right Holder stating its intent to exercise the Put Option shall not be transferred or assigned (the "Put Exercise Date"). The purchase price payable by the Company to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the a Holder upon exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement)"Put Sales Price") shall be equal to the product of (i) 5.5 times the Company's earnings before interest, as follows: The Company shall send written notice of taxes, depreciation and amortization for the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days trailing twelve-month period ending on the calendar month end immediately prior to the date Put Exercise Date (as determined in accordance with GAAP, subject to normal recurring year-end adjustments with respect to the then current fiscal year), MINUS (x) all Indebtedness of the proposed consummation Company outstanding as of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate end of the month immediately preceding the Put Option. Within fifteen Exercise Date, and PLUS (15y) days of Lender’s receipt all cash and cash equivalents held by the Company as of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise end of the month immediately preceding the Put Exercise Date, each as reflected in the Company's books and records, MULTIPLIED BY (ii) a fraction, the numerator of which shall equal the number of Warrant Shares subject to such Put Option. Lender’s failure to timely notify , and the Company denominator of Lender’s intention to accelerate which shall equal the total number of shares of Common Stock outstanding on the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionExercise Date, notwithstanding determined on a fully diluted basis. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabovegranted by this Section 2.02 shall terminate and be of no further force and effect upon the earlier to occur of (A) the consummation of a Qualified Public Offering, if not terminated by its terms hereinand (B) December 31, shall terminate2004.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for If a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to is specified in the Final Terms as being applicable, upon the Holder of any amount that is equal to or less than Covered Bond of this Series giving the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written required notice to the Company Issuer specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon expiry of such notice, redeem such Covered Bond subject to and in accordance with the terms specified in the applicable Final Terms in whole (but not in part only) on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in accordance with the provisions of, the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less than 45 days before the Optional Redemption Date where the Covered Bond is a Covered Bond in definitive form held outside Euroclear, Clearstream, Luxembourg, DTC and/or CDS deposit the relevant Covered Bond (together, in the case of a Bearer Definitive Covered Bond that is not a Zero Coupon Covered Bond, with all unmatured Coupons appertaining thereto other than any Coupon maturing on or before the Optional Redemption Date (failing which the provisions of Condition 9.06 apply)) during normal business hours at the specified office of, in the case of a Bearer Covered Bond, any Paying Agent or, in the case of a Registered Covered Bond, the Registrar together with a duly completed early redemption notice (“Put Notice”) in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar specifying, in the case of a Global Covered Bond, the aggregate principal amount in respect of which such option is exercised (which must be a Specified Denomination specified in the Final Terms). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon Covered Bonds represented by a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permanent Global Covered Bond or Registered Global Covered Bond shall be deemed an intention to decline to accelerate be deposited with the Paying Agent or the Registrar, as the case may be, for purposes of this Condition 6.06 at the time a Put Option. 6.2 Notice has been received by the Paying Agent or Registrar, as the case may be, in respect of such Covered Bonds. No Covered Bond so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement). In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise case of the Put Option following an Event redemption of Default under part only of a Registered Covered Bond, a new Registered Definitive Covered Bond in respect of the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price unredeemed balance shall be added issued in accordance with Conditions 2.04 to 2.08 which shall apply as in the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion case of a transfer of Registered Definitive Covered Bonds as if such new Registered Definitive Covered Bond were in respect of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateuntransferred balance.

Put Option. The (a) Within ten (10) days following the giving of notice of a proposed event that would constitute a Put Triggering Event, any Member that is entitled to elect to have its entire Membership Interest purchased pursuant to the provisions of this Section 7.12 (the “Put Member”) may require the Company hereby grants to Lender an option purchase the Put Member’s entire Membership Interest (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to by notifying the Company for a total purchase price of $195,000, pro-rated for any portion thereof (that the “Put Price”). The Member is electing to exercise its Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The failure to timely deliver an unconditional exercise of the Put Notice Option shall specify be deemed an election by the date on which Put Member not to exercise the closing Put Option. If the Put Triggering Event was the occurrence of an event described in Section 5.2(c), the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date Member’s Membership Interest shall be no earlier than ten at a price equal to the amount, as determined by the Accountants, the Put Member would receive based on its Membership Interest were the Company to liquidate all of its assets at their fair market value (10as determined in accordance with subsection (c) days but no later than thirty (30below) days from as of the date of the Put Notice. On or before If the Put Closing DateTriggering Event was the occurrence of an event described in Section 5.11, Lender will deliver the purchase of the Put Member’s Membership Interest shall be at a price equal to the Company per unit price at which the certificate(s) representing existing Manager and its Affiliates are Transferring their interest to the proposed successor Manager and its Affiliates (in either event, the applicable purchase price for the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and Member’s Membership Interest is hereinafter referred to as the Company shall tender to Lender “Put Price”). If the Put Price Triggering Event was the occurrence of an event described in cash by wire transfer Section 5.11, the proposed Transfer of immediately available funds interests or other proposed transaction that would result in a change of Manager shall not be permitted to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant close prior to the Put Option is an Obligation secured by expiration of the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right ten (10) day period afforded to exercise the Put Option and, if the Put Member exercises the Put Option, such Transfer or other transaction shall not be transferred or assigned permitted to any third party. 6.1 Notwithstanding close unless the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise purchase of the Put Option Member’s Membership Interest in accordance with this Section 7.12 closes prior to or concurrently with such closing (unless such closing is delayed or does not occur due to a default by the Put Member). The closing shall take place in accordance with the terms of this Section 7.12. (b) The closing of the sale pursuant to this Section 7.12 shall occur on the date which is not later than ninety (90) days after the determination of fair market value or at such other time as may be otherwise agreed to in writing by the Put Member and the Manager, subject to and in accordance with the applicable terms of Section 7.10(g). The closing shall occur at the office of the Manager’s counsel. Notwithstanding anything to the contrary in this Agreement, the Company may permit another Person, whether or not an Affiliate, to acquire the Put Member’s Membership Interests. (c) The fair market value of each real property owned by the Company shall be the value agreed upon a Fundamental Transaction by the Put Member and the Company or if an agreement cannot be reached within thirty days, then within twenty (as defined 20) Business Days thereafter the Put Member and the Company shall each select reputable qualified M.A.I. real estate appraiser for each Property having an office in the Loan Agreement)area in which such Property is located, as follows: The each such appraiser having no less than ten (10) years experience in the real estate market of such area and each being familiar with the prices then being paid for comparable properties. If either the Put Member or the Company fails to designate its appraisers within such twenty (20) Business Days period and thereafter shall send fail to do so within three (3) Business Days after written notice by the other party requesting such designation, then such appraisers shall be appointed by the office of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than American Arbitration Association for the City of New York. If the appraisers do not reach agreement within thirty (30) days prior after the date that the later of them is designated, then they shall meet together with the Put Member and the Company or their representatives, and at such meeting each appraiser shall present to the other a sealed letter setting forth the appraiser’s judgment as to the fair market value of the Property. If the higher amount set forth in either such letter shall not exceed one hundred and five percent (105%) of the lower amount, then the value for such Property shall be the average of the amount set forth in the two letters. If the higher amount set forth in either of the two letters shall exceed one hundred and five percent (105%) of the lower amount, then within twenty (20) Business Days thereafter the two appraisers shall designate a third appraiser having the same minimum qualifications as the first two. If the first two appraisers shall fail to agree upon the designation of third appraiser, then the third appraiser shall be appointed by the American Arbitration Association in the City of New York. The third appraiser shall conduct such investigations and hearings as he shall deem appropriate and within thirty (30) days after his date of the proposed consummation designation shall choose one of the Fundamental Transactionappraiser’s valuation, together with all relevant information relating theretoand no other amount, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt fair market value of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise Property. The decision of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option third appraiser shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, writing and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, binding upon the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateMember and the Company.

Put Option. At the option of the Holder, on each of August 15, 2013 and August 15, 2018 (each a "Repurchase Date"), each Holder may require the Company to repurchase, and the Company shall repurchase, any and all outstanding Debentures submitted for repurchase by the Holders thereof at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the relevant Repurchase Date (the "Repurchase Price"), subject to satisfaction by or on behalf of the Holder of the Debenture delivery and other requirements set forth in the Indenture. No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right by first class mail to the Trustee and to each Holder (and to beneficial owners of Debentures as required by applicable law). The Company hereby grants will comply with the requirements of Rule 13e-4 and Rule 14e-1 under the Exchange Act, including the filing of a Schedule TO if required, and will comply with the requirements of any other federal and state securities laws and regulations thereunder to Lender an option (the “Put Option”) to sell all or any portion extent those laws and regulations are applicable in connection with the repurchase of the Issued Shares Debentures by the Company. A Holder may exercise its put right upon delivery of a written notice of repurchase (the “Put Shares”a "Repurchase Notice") to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, Paying Agent at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofbeginning at 9:00 a.m., or (b) the ten (10) Business Day period commencing New York City time, on the date which that is nine (9) months after 20 Business Days immediately preceding the date that relevant Repurchase Date until 5:00 p.m., New York City time, on the registration statement for Business Day immediately preceding such Repurchase Date. A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the registration office of the Issued Shares is declared effective by Paying Agent in accordance with the SEC Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Repurchase Date. If not exercised during At the Put Periodelection of the Company, the Put Option shall terminate Repurchase Price may be paid in cash or shares of Common Stock, or in any combination of cash and shall be shares of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice Common Stock, subject to the Company (conditions set forth in the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderIndenture. The Company and Lender acknowledge and agree shall designate, in the notice of repurchase right, whether the Company will repurchase the Debentures for cash or, if permitted hereunder, shares of Common Stock, or, if a combination thereof, the percentages of the Repurchase Price in respect of which it will pay in cash or shares of Common Stock; provided, however, that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and Company will pay cash for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyfractional interests in a share of Common Stock. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Seller hereby grants to Lender an the Deal Agent, on behalf of the Purchasers, the option (the “"Put Option”") to sell require the Seller to prepay all or any a portion of the Issued Shares aggregate Capital in connection with the sale and assignment to the Seller by the Deal Agent, on behalf of the Purchasers, of the Assets, subject to the following terms and conditions: (i) The Deal Agent, on behalf of the Purchasers, shall have given the Seller at least fifteen (15) days prior written notice of its intention to exercise its Put Option. Such notice shall specify the portion of the aggregate Capital for which the Put Option is being exercised and shall set for closing a date (the “"Put Shares”Option Purchase Date"), which is not less than fifteen (15) to nor more than ninety (90) days after the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)date such notice is sent. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Deal Agent, on behalf of the outstanding Put SharesPurchasers, may rescind such notice, without liability of any kind, at any time during the earlier prior to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Purchase Date by giving written notice thereof to the Seller; (ii) Any Put Option shall be exercisable exercised solely in connection with a Permitted Securitization Transaction; (iii) No portion of the proceeds used by Lender’s delivery the Seller to prepay Capital on a Put Option Purchase Date shall be realized from the Seller's sale or assignment of written notice Assets back to the Company Originator on such date; (iv) Unless a Put Option Purchase Date is a Payment Date (in which case the “relevant calculations with respect to such Put Notice”Option shall be reflected on the applicable Monthly Report). The , the Servicer shall deliver to the Deal Agent a Put Notice shall specify Option Purchase Date Certificate, together with evidence to the date on which the closing reasonable satisfaction of the purchase Deal Agent (which evidence may consist solely of the Put Shares Option Purchase Date Certificate) that the Seller shall take place (have sufficient funds on the “related Put Closing Date”)Option Purchase Date to effect the contemplated Put Option in accordance with this Agreement. In effecting a Put Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Seller may use the proceeds of sales of the Put Notice. On or before Assets (which sales must be made in arm's-length transactions to Persons other than the Put Closing Date, Lender will deliver Originator); (v) After giving effect to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer prepayment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Capital pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction and the assignment to the Seller of the Assets on any Put Option Purchase Date, (as defined x) the remaining aggregate Capital shall be less than or equal to the lesser of the Capital Limit and the Purchase Limit, (y) the representations and warranties contained in Section 4.1 and 44 50 Section 4.2 hereof shall continue to be correct in all material respects, except to the Loan Agreement)extent relating to an earlier date, as follows: The Company shall send written and (z) neither an Early Amortization Event nor an event that, with the giving of notice of the proposed Fundamental Transaction lapse of time, or both, would become an Early Amortization Event, shall have resulted; (“Fundamental Transaction Notice”vi) no later than thirty (30) days prior On the related Put Option Purchase Date, the Deal Agent shall have received, for the benefit of the Purchasers and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the date sum of (i) the portion of the proposed consummation aggregate Capital to be prepaid plus (ii) an amount equal to all unpaid Yield to the extent reasonably determined by the Deal Agent to be attributable to that portion of the Fundamental Transaction, together aggregate Capital to be paid in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Deal Agent, the Purchasers and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); (vii) On or prior to each Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers, shall designate the Assets to be sold and assigned to the Seller. (b) In connection with any Put Option that does not constitute a prepayment in full of the outstanding aggregate Capital, then, following receipt by the Deal Agent of the amounts referred to in clause (v) above, there shall be deemed an intention sold and assigned to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have Seller all of the right, title and interest of the Deal Agent in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Purchasers and the Hedge Counterparties in connection with any Put Option (including, but not limited to, expenses incurred in connection with the obligationrelease of the Lien of the Deal Agent, the Purchasers, the Hedge Counterparties and any other party having such an interest in the Assets in connection with such Put Option). (d) In connection with any Put Option, on the related Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers and the Hedge Counterparties, shall, at the expense of the Seller (i) execute such instruments of release with respect to accelerate the exercise portion of the Assets to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller. (e) Notwithstanding any other provision of this Section 2.17, the closing of the Put Option following an Event of Default under may only occur if the Loan Documents (Seller obtains the Capital for which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated is being exercised by its terms herein, shall terminatetransferring the applicable Assets in a Permitted Securitization Transaction.

Put Option. The (a) In the event that a Separation has occurred and the Company hereby grants and the Investors have not together elected to Lender an option purchase all of the Purchased Securities prior to the expiration of the applicable Repurchase Option Period, Executive may irrevocably elect to require the Company to repurchase all, but not less than all, of the Purchased Securities (subject to Section 5(b), other than Immature Vested Units, if any) that the Company and the Investors have not elected to purchase pursuant to the terms and conditions set forth in this Section 4 and Section 5 (the “Put Option”). (b) If Executive is entitled to sell all or any portion (as provided in Section 4(a)) and desires to exercise the Put Option, Executive must notify the Company and each other holder of Purchased Securities of such exercise in writing no earlier than the end of the Issued Shares applicable Repurchase Option Period and no later than 60 days after the end of the applicable Repurchase Option Period (the a “Put SharesOption Notice”) to ). Within 10 days after the Company for receives a total purchase price Put Option Notice in accordance with this Agreement, the Company shall send to each holder of $195,000Purchased Securities a notice that will set forth the number of units of each class to be acquired from each holder, pro-rated the amount of the aggregate consideration to be paid for any portion thereof Purchased Securities that are Class A Preferred Units (the “Put Preferred Units Purchase Price”), if any, and the amount of the aggregate consideration to be paid for any Purchased Securities that are not Class A Preferred Units (“Common Units Purchase Price”) and the time and place for the closing of the transaction (a “Put Option Closing Notice”). (c) The closing of the purchase of any Purchased Securities pursuant to a Put Option shall take place on the date designated by the Company in the applicable Put Option Closing Notice, which date shall not be more than 30 days nor less than five days after the delivery of the applicable Put Option Closing Notice. The Company will pay the purchase price for the Purchased Securities to be purchased by it pursuant to a Put Option may (A) by check(s) or wire transfer(s) of good and immediately available funds in an aggregate amount equal to the Preferred Units Purchase Price, if any, and (B) by delivery of subordinated promissory note(s), in an aggregate initial principal amount equal to the Common Units Purchase Price, issued by the Company or a Subsidiary thereof payable in full in one lump sum on the earlier of (i) a Sale of the Company, (ii) an IPO, but to the extent that such payment is then prohibited by the Company’s or its Subsidiaries’ credit facility, payment shall instead be exercised made as soon as permitted thereunder and (iii) and the fifth anniversary of the date of issuance, which note(s) shall bear interest at a rate of 8% per annum with such interest being payable in arrears in cash on a quarterly basis. (d) The provisions of this Section 4 will terminate with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during all Purchased Securities upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration a Sale of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optiona Qualified Public Offering. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Subject to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put SharesSection 3.1 hereof, at any time during on and from the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a1) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) falling 6 months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify from the date on which the closing Investment is made (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a Xxxxxx Insolvency Event, until the purchase of date falling 36 months from the Put Shares shall take place date hereof (the “Put Closing DateOption Period”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender Holder shall have the right (such right, the “Option”), but not the obligation, to accelerate exercise an option to sell to the exercise Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Option upon a Fundamental Transaction (as defined Exercise Percentage in accordance herewith) which, in each case, shall include the Loan Agreement), as follows: The Company shall send written notice relevant Put Exercise Percentage of each of the proposed Fundamental Transaction following : (“Fundamental Transaction Notice”i) no later than thirty (30) days prior ownership of all equity securities provided to the date of Osprey Parties in connection with the proposed consummation of the Fundamental TransactionInvestments and any rights, together with all relevant information interests, benefits and entitlements relating theretothereto including any related subscription rights and, in form sufficient each case, any Related Rights relating to enable Lender them which have either been obtained, paid or accruing on and from the date hereof; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iii) any other rights, interests, benefits or entitlements provided to make an informed decision any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to whether it should accelerate take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of equity securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Option. Within fifteen (15) days of Lender’s receipt of Exercise Percentage thereof being, the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put “Exercised Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of DefaultInterests”), in which event each case, for the Option Exercise Price. (b) The Put Exercise Percentage set out in each Exercise Notice shall not exceed the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderExercise Percentage Cap. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) Upon the ten termination of Executive's employment (10i) Business Day by the Partnership without Cause, (ii) by Executive for Good Reason or (iii) on account of Executive's death or disability (as determined by the General Partner) (each, an "Involuntary Termination"), all Unvested Units which would have vested (but for such termination) during the 365-day period commencing on immediately following the first anniversary hereofdate of such Involuntary Termination will automatically be deemed to become vested and at the option of Executive and/or one or more of Executive's Permitted Transferees, the Execu tive and/or one or more of Executive's Permitted Transferees may require the Partnership to purchase all Securities (other than Unvested Units) held by Executive and/or one or more of Executive's Permitted Transferees pursuant to the terms and conditions set forth in this paragraph 4. Upon any such Termination, all Unvested Units (determined after taking into account the accelerated vesting described in the foregoing sentence) will be forfeited to the Partnership and deemed canceled without consideration. (b) The purchase price for all Securities (other than the ten Unvested Units) will be the greater of (10i) Business Day period commencing on the date which is nine Original Cost of such Securities and (9ii) months after the date Formula Value for such Securities. (c) In the event that Executive or one or more of Executive's Permitted Transferees does not elect to exercise this put option within ninety (90) days following an Involuntary Termination by providing the registration statement for Partnership with written notice (the registration "Put Notice") of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodExecutive's and/or one or more of Executive's Permitted Transferee's election to exercise this put option, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice right to the Company (the “Put Notice”)exercise such put option will expire. The Put Notice shall specify will set forth the date on which number of Securities held by Executive and/or Executive's Permitted Transferees required to be purchased by the Partnership from each such holder of Securities. Within 45 days after receipt of the Put Notice by the Partnership, the Partnership will deliver written notice (the "Put Reply Notice") to Executive and/or Executive's Permitted Transferees, as applicable, setting forth the aggregate consideration to be paid for the Securities held by each such holder and the time and place for the closing of the transaction. (d) The closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Securities pursuant to the Put Option is an Obligation secured shall take place on the date designated by the Collateral and any related guarantees under Partnership in the Loan DocumentsPut Reply Notice, and which date shall not be more than 60 days nor less than five days after the delivery of the Put Reply Notice, subject to the provisions of subparagraph 4(f). The Partnership will pay for so long as the Securities to be purchased pursuant to the Put Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable in up to three equal annual installments, beginning on the first anniversary of the closing of such purchase, and bearing interest (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Canadien Imperial Bank of Commerce but in no event will such rate be less than the applicable federal rate in effect at such time or (iii) both (i) and (ii), in the aggregate amount of the purchase price for such Securities to the holder(s) of such Securities. The purchaser(s) of such Securities hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (e) The right of the Executive and/or Executive's Permitted Transferees to require the Partnership to repurchase Securities pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale of the Partnership or a Qualified Public Offering. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Securities by the Partnership shall be subject to applicable restrictions contained in the Delaware Revised Uniform Limited Partnership Act and in the Partnership's equity or debt financing agreements as in effect on the date hereof. If any such restrictions prohibit the repurchase for cash of Partnership Securities under this Section 4 which the Partnership is outstanding and, if exercisedotherwise required to make or prohibit payments on the subordinated note described in subparagraph (d) above, the Put Price is not yet tenderedPartnership will use reasonable efforts to obtain the waiver of such restrictions, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred obligated to repurchase such Securities hereunder for cash or assigned to any third party. 6.1 Notwithstanding make cash payments on such notes until such time when the foregoing, Lender shall have the right, but Partnership is not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, prohibited from doing so and shall be immediately due and payable make such repurchases or cash payments on such notes as soon as it is permitted to Lenderdo so under such restrictions. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The occurrence of any of the following shall constitute a "Put Event" hereunder: (i) the consummation of Phase II by the Company, or (ii) the repayment, on a cumulative basis, of 50% or more of the original principal amount of the Loan. (b) The Company hereby grants shall give to the Lender an option written notice (a "Put Event Notice") not less than 60 days prior to any Put Event. At any time within ten days after the delivery of a Put Event Notice or, if earlier, the occurrence of a Put Event, the Lender shall have the right (the “Put Option”"Put") to require the Company to purchase all, but not less than all, of the Shares, the Warrant and the Issued Warrant Shares then held by the Lender by delivering to the Company a written exercise notice (the "Put Notice"). (The date of delivery of the Put Notice is herein referred to as the "Put Notice Date.") (c) On the Put Payment Date, the Company shall purchase and the Lender shall sell the Shares, the Warrant and the Issued Warrant Shares at the Put Price. (d) On the Put Payment Date, at a mutually agreeable time and place, the Lender shall deliver to the Company certificates representing the Shares, the Warrant and the Issued Warrant Shares and the Company shall pay to the Lender, by wire transfer in immediately available funds, the Put Price, as reduced by the Aggregate Exercise Price attributable to the Warrant. At its option, the Company may pay all or any a portion of the Issued Shares (the “Put Shares”) Price by issuing to the Company for Lender, at Closing, a total purchase price Put Deferral Note, in principal amount equal to the deferred portion of $195,000, pro-rated for any portion thereof (the “Put Price”, in the form attached hereto as Exhibit 10.12. (e) If the Company shall default in the performance of its obligations under section 10.12(d) when due on the Put Payment Date, the Lender shall retain all rights and remedies arising out of such default and, in addition, the portion which is not so paid shall bear interest, payable on demand, from the Put Payment Date until paid at the Default Rate specified in section 2.2(b). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance . (f) Upon receipt of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put PeriodPrice determination, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable Lender may, by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of prior to the Put Shares shall take place (the “Put Closing Payment Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of rescind the Put Notice. On or before If the Lender rescinds a Put Notice in connection with a Put Event described in section 10.12(a)(ii), the Lender shall be liable for the costs of the appraisal of Total Equity Value. (g) If the Company has issued a Put Deferral Note, and if while the Put Closing Deferral Note is outstanding (i) a sale of 50% or more of the capital stock of the Company or a sale of 80% or more of the assets of the Company or a merger or consolidation of the Company with another entity shall occur (or the Company or its stockholders have entered into an agreement or letter of intent regarding any such transaction, or the Company or its officers or directors have engaged in discussions with a third party regarding such a transaction, and such transaction is consummated after the Company has prepaid the Put Deferral Note) and (ii) the valuation of the entire Company for such transaction ("Company Valuation") exceeds the Total Equity Value as of the Put Notice Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and then the Company shall tender pay to the Lender at the Put Price in cash closing of such transaction an amount equal to the excess of (x) the per share Company Valuation multiplied by wire transfer the number of immediately available funds to an account at a bank designated by Lender. The Company Shares, Issued Warrants Shares and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Issuable Warrant Shares from Lender repurchased pursuant to the Put, over (y) the Put Option is an Obligation secured by Price. For the Collateral and purposes of this section 10.12(g), the per share Company Valuation shall be based upon the purchase price or liquidation proceeds per share (equitably adjusted for any related guarantees under stock splits, stock dividends or reverse stock splits occurring after the Put Payment Date) of Common Stock in such transaction. (h) If the Company issues a Put Deferral Note: (i) the Affirmative Covenants in sections 5.1 through 5.12 of the Loan DocumentsAgreement, and for so long as the negative comments contained in sections 6.2 and 6.17 of the Loan Agreement, shall remain in effect until the Put Option is outstanding and, if exercised, Deferral Note has been paid in full; and (ii) the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral negative covenants contained in section 6.1 and any related guarantees under sections 6.3 through 6.16 of the Loan Documents. Lender’s right Agreement shall remain in effect until (y) the Company has paid to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise at least 50% of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating theretoPrice, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate cash, on a cumulative basis, and (z) the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise principal balance of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put OptionDeferral Note is less than $5 million. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be i) A new section 10.13 is added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by read in its terms herein, shall terminate.entirety as follows:

Put Option. (i) The Company hereby grants to Lender Holder an option (the “Put Option”) to sell all or any portion of the Issued Warrant or the Warrant Shares for which the Warrant has been exercised (the “Put SharesInterest”) to the Company for a total purchase price of Eight Hundred Sixty Three Thousand One Hundred Dollars ($195,000863,100), pro-rated for any portion thereof thereof, representing a purchase price of Three Dollars and Fifteen Cents ($3.15) per Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time and, if for a portion thereof, from time to time, during the earlier to occur of the following Put Option exercise periods thirty-day period (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereofearliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations (as defined in the Loan Agreement) following an Event of Default (as defined in the Loan Agreement) which is not cured within any applicable grace period under the Loan Documents (as defined in the Loan Agreement) (which acceleration right shall not be waived if not exercised following a prior Event of Default), or (b3) the ten (10) Business Day period commencing July 15, 2019, and ending at 5:00 p.m., New York time, on the date which is nine (9) months after the date that the registration statement for the registration last day of the Issued Shares applicable Put Period (and if such last day is declared effective by not a Business Day, then at 5:00 p.m., New York time, on the SEC next succeeding Business Day) (the “Expiration Date”). If not exercised during by the Put PeriodExpiration Date, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by LenderHolder’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares Interest shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender Holder will deliver to the Company the Warrant and/or certificate(s) for Warrant Shares (if certificated) representing the Put Shares Interest (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankHolder) and the Company shall tender to Lender Holder the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by LenderHolder. The Put Option is assignable by Holder at any time in whole or in part. (ii) The Company and Lender Holder acknowledge and agree that the Company’s obligation to purchase the Issued Shares Put Interest from Lender Holder pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the LenderHolder’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise . (iii) In the event of any adjustment of the per share “Exercise Price” hereunder, the Put Option Price per Warrant Share shall not be transferred or assigned adjusted as follows: the adjusted Put Price per Warrant Share shall be equal to any third partythe product of (1) the Put Price in effect immediately prior to the adjustment of the Exercise Price, multiplied by (2) a fraction, the numerator of which shall be the pre-adjustment Exercise Price, and the denominator of which shall be the post-adjustment Exercise Price. Such adjustment shall be made successively whenever an adjustment to the Exercise Price is made. 6.1 (iv) Notwithstanding the foregoing, Lender Holder shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreementbelow), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender Holder to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of LenderHolder’s receipt of the Fundamental Transaction Notice, Lender Holder shall advise the Company whether the Lender Holder has elected to accelerate the exercise of the Put Option. LenderHolder’s failure to timely notify the Company of LenderHolder’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants On and for fifteen (15) business days after (x) January 8, 2010 or, if earlier, (y)(i) each date that the Contributing Shareholders receive a Drag-Along Notice pursuant to Lender an option Section 12.8 of the Holdco LLC Agreement, or (ii) the date of notice to Holdco by McJ Members of the exercise of their rights under Section 12.10 of the Holdco LLC Agreement, each Contributing Shareholder shall have the right and option, but not the obligation (the “Put Option”) ), to sell cause Holdco to purchase all or any portion of the Issued Shares Holdco Units acquired by such Contributing Shareholder hereunder for a purchase price in cash equal to the value of each Holdco Unit as set forth in Section 1.2(ii) (as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the Holdco Units) (the “Put SharesConsideration”) by written notice to Holdco of the Company for a total purchase price exercise of $195,000, pro-rated for any portion thereof such right and option (the an “Put PriceExercise Notice”). The closing of any exercise of the Put Option may be exercised with respect to any amount that is equal to or less than shall occur at 9:00 A.M. at the entire balance offices of the outstanding Put SharesHoldco on, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): as applicable, (a) the ten (10) Business Day period commencing on the first anniversary hereofFebruary 25, or 2010, (b) the ten date and time of the closing of each Drag-Along Sale pursuant to the Holdco LLC Agreement (10provided, that if the Drag-Along Sale expires pursuant to Section 12.8(d) Business Day period commencing on of the Holdco LLC Agreement, the Contributing Shareholders may withdraw the Exercise Notice, or, if not withdrawn, the Contributing Shareholders and Holdco shall agree to another time and place for the closing), or (c) the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by redemption under Section 12.10 of the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effectHoldco LLC Agreement. The Put Option shall be exercisable by Lender’s delivery expire on the earliest of written notice to (x) the Company sixteenth business day after January 8, 2010, (the “Put Notice”). The Put Notice shall specify y) the date on which the of closing of the purchase Drag-Along Sale pursuant to which all Holdco Units of the Put Shares shall take place all Contributing Shareholders are sold at such closing, or (the “Put Closing Date”z), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Noticeredemption pursuant to Section 12.10 of the Holdco LLC Agreement. On Holdco (or before its designee) shall pay the Put Closing DateConsideration for each Holdco Unit acquired by such Contributing Shareholder hereunder to the Contributing Shareholder exercising his Put Option, Lender will by wire transfer of immediately available funds, and such Contributing Shareholder shall, if applicable, deliver to Holdco certificates representing all of the Company Holdco Units acquired by such Contributing Shareholder hereunder, duly endorsed in blank or otherwise in proper form for transfer to Holdco. Notwithstanding any of the certificate(sabove, if any Contributing Shareholder(s) representing has exercised his Put Option pursuant to this Section 3 and Holdco is not permitted to consummate the transactions contemplated by the Put Shares (duly endorsed for transfer by Lender Option under applicable law, or accompanied by duly executed stock powers due to a default under any debt financing agreement of Holdco or any of its direct or indirect subsidiaries, or if a payment pursuant to this Section 3 would trigger a default under any such debt financing agreement, Holdco shall issue to such Contributing Shareholder(s) a promissory note with a principal amount equal to the applicable Put Consideration and an interest rate equal to the prime rate then in blank) effect, and the Company shall tender to Lender the Put Price such principal and interest will be paid in cash full by wire transfer of immediately available funds at such time as Holdco is permitted to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the pay such Put Option is an Obligation secured by the Collateral Consideration under applicable law and any related guarantees under the Loan Documents, debt financing of Holdco and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral its direct and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyindirect subsidiaries. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants (a) Notwithstanding Section 3.01 or any other provision herein to Lender the contrary, any of the Ardshiel Affiliates may from time to time propose or request that GEIPPPII sell or dispose of all of GEIPPPII's Equity Securities and Discount Debentures, in a bona fide arm's length sale, to any Person or Persons who are not Affiliates of any of the Ardshiel Affiliates (an option "ARDSHIEL PROPOSAL") but GEIPPPII shall be under no obligation to do so; provided, however, that if GEIPPPII has held such Equity Securities and Discount Debentures for at least two years and the terms on which any of the Ardshiel Affiliates so proposes or requests GEIPPPII to sell or dispose of such Equity Securities and Discount Debentures would result in GEIPPPII realizing an annual internal rate of return on its investment in the Company, WIH and Door of at least 15% (compounded semi-annually) over the period that such Equity Securities and Discount Debentures have been held pursuant to the calculations set forth in the letter agreement (the “Put Option”"Letter Agreement") among the Ardshiel Affiliates and GEIPPPII, dated as of the date hereof, and GEIPPPII is permitted by applicable law and regulation to sell but refuses to sell or dispose of such Equity Securities and Discount Debentures on such terms as set forth in the Ardshiel Proposal, each of the Ardshiel Affiliates shall have the right (the "PUT RIGHT") to sell all or cause GEIPPPII to purchase the Ardshiel Stockholders' interests in any portion Equity Securities and Discount Debentures (the "PUT SECURITIES") for a purchase price equal to the lesser of the Issued Shares (price set forth in the “Put Shares”) Ardshiel Proposal and the price determined in accordance with the formula set forth in the Letter Agreement. GEIPPPII shall have the right to the Company for a total assign such purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect obligation to any amount that is equal Person and GEIPPPII shall have no obligation under this Section 3.04 subsequent to or less than the entire balance of the outstanding Put SharesSeptember 19, at any time during the earlier to occur of the following Put Option exercise periods 2005. (the “Put Period”): b) Each Ardshiel Proposal shall contain (a) the ten (10) Business Day period commencing on name and address of the first anniversary hereof, or proposed transferee and (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodproposed purchase price, the Put Option shall terminate terms of payment and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) other material terms and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice conditions of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optiontransaction. Within fifteen (15) 15 days of Lender’s following the receipt of the Fundamental Transaction Noticean Ardshiel Proposal, Lender GEIPPPII shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal, subject to review and approval of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionfinal documentation of such Ardshiel Proposal. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The By its purchase of the Notes, each Holder irrevocably agrees that, if the Call Option with respect to an applicable principal amount of the Notes shall terminate as set forth in Section 401(c)(i), Section 401(c)(ii) or Section 401(c)(iii) of the Indenture, or the Callholder shall fail for any reason to pay the Call Price with respect to such Notes to the Trustee at or prior to the time required above, the Trustee will be obligated to exercise the right of the Holders of such Notes to require the Company hereby grants to Lender an option purchase such Notes in whole but not in part, on the Coupon Reset Date at a price equal to 100% of the principal amount thereof, plus accrued interest (the “"Put Option”) Redemption Price"). If the Trustee exercises the Put option with respect to sell all or any portion such Notes, then the Company shall deliver the Put Redemption Price in immediately available funds to the Trustee by no later than 12:00 noon New York time on the Coupon Reset Date and the Holders of such Notes will be required to deliver the Issued Shares (the “Put Shares”) Notes to the Company for a total purchase price against payment therefor on the Coupon Reset Date through the facilities of $195,000DTC, pro-rated for if applicable. Such Notes will thereupon be canceled and no Notes will be issued in lieu of or in exchange therefor. No Holder of the Notes or any portion thereof (interest therein has the “right to consent or object to the exercise of the Trustee's duties under the Put Price”)Option. The Put provisions of this clause may not be amended or waived without the consent of all of the Holders of the Notes. If the Call Option may be exercised with respect to any an applicable principal amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which Notes is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during or the Put PeriodCall Price with respect to such Notes is not delivered, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice with respect to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Notes shall be deemed an intention exercised by the Trustee without any requirement of notice to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise or consent of the Put Option following an Event of Default under Company or the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to LenderHolders. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The (a) In the event of a Termination for any reason other than (i) Executive's death or Permanent Disability, (ii) Executive's Termination with Cause or (iii) Executive's resignation without Good Reason, the holder of Executive Stock (whether such holder is Executive or one or more of Executive's Permitted Transferees) shall, according to the terms, conditions and limitations provided in this Paragraph 4, have the right to require the Company hereby grants to Lender an option repurchase up to $1,000,000 in Fair Market Value of shares of Executive Stock held by Executive at the Put Price (the “Put Option”"Put") by delivering a written notice to sell all or any portion --- the Company specifying the number of the Issued Shares shares to be purchased (the “"Put Shares”Notice") ---------- within 45 business days after the date of such Termination. If Executive fails to deliver to the Company for a total purchase price of $195,000the Put Notice within such 45 business days, pro-rated for Executive shall have no right to require the Company to repurchase any portion thereof (the “Put Price”). The Put Option may be exercised with respect shares pursuant to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or this Paragraph. (b) The Put Notice shall set forth the ten number and class of shares of Executive Stock to be Put to the Company. Within 10 business days after delivery of the Put Notice, the Company shall reasonably and in good faith determine the Put Price as provided hereunder. At a mutually agreeable time and place, but in no case more than 15 business days after final determination of the Put Price (10as determined under the procedure set forth in the definition of Fair Market Value), the Company shall purchase and the holder of the Executive Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(i) Business Day period commencing hereof (the "Initial Put Closing"). Thereafter, on the date which is nine (9) months 12months after the --------------- date that of Termination, the registration statement for Company shall purchase and the registration holder of the Issued Shares is declared effective by Executive Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(ii) hereof (the SEC "Secondary Put Closing). If not exercised during ----------------------- (i) At the Initial Put PeriodClosing, the Put Option Executive shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) certificates representing up to $750,000 in Fair Market Value of Executive Stock calculated at the Put Shares (Price, to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed for transfer by Lender in blank or accompanied by duly executed stock powers in blank) forms of assignment (with signatures guaranteed), and the Company shall tender deliver to Lender the Executive the Put Price for such shares, (i) by cancellation of the Executive Note and/or any other outstanding indebtedness of the Executive to the Company in cash an amount no greater than the Put Price for such shares, and thereafter, (ii) by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase Executive. (ii) At the Issued Shares from Lender pursuant Secondary Put Closing, the Executive shall deliver to the Company certificates representing up to $250,000 in Fair Market Value of Executive Stock calculated at the Put Option is an Obligation secured Price, to be repurchased by the Collateral Company free and any related guarantees under the Loan Documentsclear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and for so long as the Put Option is outstanding and, if exercised, Company shall deliver to the Executive the Put Price for such shares, (i) by cancellation of the Executive Note and/or any other outstanding indebtedness of the Executive to the Company in an amount no greater than the Put Price for such shares, and thereafter, (ii) by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. (d) The "Put Price" for each share of Executive Stock shall be equal to --------- the Fair Market Value thereof on the date of the Put Notice. (e) The right of the Executive to Put shares of Executive Stock pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale of the Company or a Qualified Public Offering. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is not yet tenderedotherwise entitled or required to make, the Lender’s right to receive time periods provided in this paragraph 4 shall be suspended, and shall recommence when the Company may make such repurchases under such restrictions. If the repurchase of Executive Stock is delayed as contemplated in this Paragraph 4(f), the Put Price shall be secured by equal to the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Fair Market Value of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to Executive Stock on the date of the proposed consummation Put Notice plus interest accruing over the period of delay equal to the Fundamental Transactionlesser of 9.5% per annum, together with all relevant information relating theretocompounded annually, in form sufficient computed on the basis of a 360 day year and the actual number of days elapsed or the maximum rate permitted by applicable law. (g) Notwithstanding anything contained herein to enable Lender the contrary, Executive shall not have the right to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise require the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured repurchase any shares held by the Collateral thereunderExecutive, and shall be immediately due and payable pursuant to Lender. 6.3 If any portion of the Note is converted into Common Stock this Paragraph 4, other than pursuant to the Loan Documents, terms of (i) the Initial Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateClosing in an amount up to $750,000 of Fair Market Value or (ii) the Secondary Put Closing in an amount up to $250,000 of Fair Market Value.

Put Option. The Company hereby grants Each right of eCORP Marketing to Lender an option cause NJRES to purchase services under this Section 14.2 is referred to in this Agreement as a "Put Option." (a) If the amount set forth in the Final Statement for the Valuation Period beginning April 1, 2002 and ending March 31, 2003 (the “Put Option”) "First Valuation Period"), is less than $18,000,000, as determined pursuant to sell all Section 14.1 hereof, eCORP Marketing shall have the one-time right, exercisable on or any portion before February 28, 2003, to cause NJRES to purchase for NJRES's own account and benefit available firm storage and transportation services at monthly prices defined in Exhibit B-1 so as to cause the amount of the Issued Shares projected Revenue Pool for such period to reach $18,000,000; provided, that, if eCORP Marketing does not exercise such Put Option in writing by May 30, 2002, (i) the “monthly unit prices reflected in Exhibit B-2 will used in lieu of those set forth in Exhibit B-1 and (ii) such Exhibit B-2 monthly unit prices will be adjusted, only for the First Valuation Period, as provided in Exhibit B-6. If eCORP Marketing does not exercise such Put Shares”Option in writing by February 28, 2003, such Put Option shall be deemed waived only for the First Valuation Period. (b) to If the Company for a total purchase price of $195,000, pro-rated amount set forth in the Final Statement for any portion thereof (Valuation Period after the “Put Price”)First Valuation Period is less than $22,000,000, as determined pursuant to Section 14.1 hereof, eCORP Marketing shall have the right to cause NJRES to purchase for NJRES's own account and benefit available firm storage and transportation services at monthly prices defined in Exhibit B-2 so as to cause the amount of the projected Revenue Pool for such period to reach $22,000,000. The If eCORP Marketing does not exercise its Put Option may be exercised by the preceding November 30 with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months all subsequent Valuation Periods after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put First Valuation Period, the Put Option shall terminate be deemed waived only for the next following Valuation Period. (c) Upon the receipt by NJRES of an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or greater than 9.0 Bcf but less than 10.0 Bcf, Exhibit B-2 hereto will be replaced by Exhibit B-3 hereto on the following November 30 for the following and shall be all subsequent Valuation Periods. Upon the receipt by NJRES of no further force an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company greater than 10.0 Bcf but less than 11 Bcf, Exhibit B-2 or B-3 hereto (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding andcase may be) will be replaced by Exhibit B-4 hereto on the following November 30 for the following and all subsequent Valuation Periods. Upon the receipt by NJRES of an Actual Performance Certificate from eCORP Marketing certifying working gas capacity for the Stagecoach Project equal to or greater than 11.0 Bcf, if exercisedExhibit B-2, B-3 or B-4 hereto (as the case may be) will be replaced by Exhibit B-5 hereto on the following November 30 for the following and all subsequent Valuation Periods. As used herein, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the term "Senior Loan Agreement), as follows: The Company " shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.mean that certain

Put Option. The Company hereby grants to Lender an option At any time during the one month period commencing on the date which is the second anniversary of the Closing Date and extending through the 31st day after such second anniversary (the “Put Exercise Period”), each of Sellers in his individual and sole discretion shall have a one-time right (the “Put Option”) to sell require Buyer to purchase all or any portion of the Issued Buyer Shares owned by such Seller (whether held by Seller or held by a brokerage in book entry form on behalf of such Seller) as of the Put Date that remain from the number of Buyer Shares originally issued to such Seller pursuant to this Agreement (such remaining Buyer Shares, the “Put Option Shares”) ), at a price equal to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option Purchase Price, with such purchase occurring on the Put Date. During the Put Exercise Period, each of Sellers may be exercised exercise the Put Option with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following such Seller’s Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written delivering a notice to the Company (the “Put Notice”)) to Buyer instructing Buyer to purchase all, but not less than all, of such Seller’s Put Option Shares on the Put Date. The Within 5 Business Days after receipt of a Put Notice Buyer shall specify provide evidence, which shall be reasonably acceptable to Sellers exercising the date on which Put Option, documenting how Buyer will fulfill its obligation to repurchase the closing Put Option Shares pursuant to this Section 1.4. On the Put Date, (i) subject to Buyer’s compliance with the immediately preceding sentence, such Seller shall (a) tender all of the purchase share certificates evidencing the Put Option Shares then held by such Seller, duly endorsed or accompanied by stock powers duly executed, (b) if such Seller alleges that any of any of such share certificates has been lost, stolen, or destroyed, tender an affidavit of lost certificate(s) and agreement reasonably acceptable to Buyer to indemnify Buyer against any claim that may be made against Buyer on account of the alleged loss, theft or destruction of such certificate(s) (such affidavit and agreement to indemnify, collectively, the “Affidavit”) and (c) if any of the Put Option Shares shall take place are then held by a brokerage in book-entry form on behalf of such Seller, transfer ownership to Buyer of such Put Option Shares then held by such Seller in book-entry form by means of a book-entry transfer of such Put Option Shares to an account maintained by Buyer at The Depository Trust Company, and (the “Put Closing Date”), which such date shall be no earlier than ten (10ii) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company Buyer shall tender to Lender such Seller the Put Option Purchase Price in cash for such Put Option Shares by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.in

Put Option. The Company hereby grants (a) If the City defaults (“City Default”) in the due observance or performance of any covenant, obligation or provision of the Agreement, and such default shall continue for 30 days after the CID has given the City written notice specifying such default (or such longer period as shall be reasonably required to Lender an option cure such default; provided that the City (i) has commenced such cure within said 30-day period, and (ii) diligently prosecutes such cure to completion), the CID shall have the right and option, but not the obligation, to require the City to purchase the ROW Property (the “Put Option”). (b) to sell all or any portion The CID shall exercise such Put Option by delivering notice of the Issued Shares such exercise (the “Put SharesOption Notice”) in writing to the Company for a total City. If exercised, the CID shall be obligated to sell, without recourse, representation or warranty, and the City shall be obligated to purchase, the ROW Property. The CID’s failure to exercise its Put Option after any City Default shall not preclude the CID from exercising its Put Option after the occurrence of any subsequent City Default. (c) The purchase price of $195,000, pro-rated for any portion thereof the ROW Property (the “Put Purchase Price”). The Put Option may ) shall be exercised with respect to any an amount that is equal to or less than the entire balance sum of: (i) Any transfer taxes and other closing costs attributable to the exercise of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option (or Call Option, as applicable) and the sale of the ROW Property; plus (ii) an amount equal to the aggregate amount of any expenses the CID incurred in the vacation of the ROW Property. (d) The Purchase Price shall be paid by the City by federal wire transfer on the Put Closing Date (as defined below), at which time the Agreement will terminate and the CID shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice convey the ROW Property to the Company City without recourse, representation or warranty. (the “Put Notice”). e) The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place closing (the “Put Closing Date”), which such date shall ) will be no earlier than ten (10) days but no later than thirty (30) calendar days from following the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise mailing of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender or such other date as the CID and the City shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Optionagree in writing. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. (a) The Company Seller hereby grants to Lender an the Deal Agent, on behalf of the Purchasers, the option (the “"Put Option”") to sell require the Seller to prepay all or any a portion of the Issued Shares aggregate Capital in connection with the sale and assignment to the Seller by the Deal Agent, on behalf of the Purchasers, of the Assets, subject to the following terms and conditions: (i) The Deal Agent, on behalf of the Purchasers, shall have given the Seller at least fifteen (15) days prior written notice of its intention to exercise its Put Option. Such notice shall specify the portion of the aggregate Capital for which the Put Option is being exercised and shall set for the closing a date (the “"Put Shares”Option Purchase Date"), which is not less than fifteen (15) to nor more than ninety (90) days after the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”)date such notice is sent. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance Deal Agent, on behalf of the outstanding Put SharesPurchasers, may rescind such notice, without liability of any kind, at any time during the earlier prior to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Purchase Date by giving at least five (5) days prior written notice thereof to the Seller; (ii) Any Put Option shall be exercisable exercised solely in connection with a Permitted Securitization Transaction; (iii) No portion of the proceeds used by Lender’s delivery the Seller to prepay Capital on a Put Option Purchase Date shall be realized from the Seller's sale or assignment of written notice Assets back to the Company Originator on such date; (iv) Unless a Put Option Purchase Date is a Payment Date (in which case the “relevant calculations with respect to such Put Notice”Option shall be reflected on the applicable Monthly Report). The , the Seller shall deliver to the Deal Agent a Put Notice shall specify Option Purchase Date Certificate, together with evidence to the date on which the closing reasonable satisfaction of the purchase Deal Agent (which evidence may consist solely of the Put Shares Option Purchase Date Certificate) that the Seller shall take place (have sufficient funds on the “related Put Closing Date”)Option Purchase Date to effect the contemplated Put Option in accordance with this Agreement. In effecting a Put Option, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date Seller may use the proceeds of sales of the Put Notice. On or before Assets (which sales must be made in arm's-length transactions to Persons other than the Put Closing Date, Lender will deliver Originator); (v) After giving effect to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer prepayment of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Capital pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction and the assignment to the Seller of the Assets on any Put Option Purchase Date, (as defined x) the remaining aggregate Capital shall be less than or equal to the lesser of the Capital Limit and the Purchase Limit, (y) the representations and warranties contained in Section 4.1 and Section 4.2 hereof shall continue to be correct in all material respects, except to the Loan Agreement)extent relating to an earlier date, as follows: The Company shall send written and (z) neither an Early Amortization Event nor an event that, with the giving of notice of the proposed Fundamental Transaction lapse of time, or both, would become an Early Amortization Event, shall have resulted; (“Fundamental Transaction Notice”vi) no later than thirty (30) days prior On the related Put Option Purchase Date, the Deal Agent shall have received, for the benefit of the Purchasers and the Hedge Counterparties, as applicable, in immediately available funds, an amount equal to the date sum of (i) the portion of the proposed consummation aggregate Capital to be prepaid plus (ii) an amount equal to all unpaid Yield to the extent reasonably 41 47 determined by the Deal Agent to be attributable to that portion of the Fundamental Transaction, together aggregate Capital to be paid in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Deal Agent, the Purchasers and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); (vii) On or prior to each Put Option Purchase Date, the Seller shall have delivered to the Deal Agent, on behalf of the Purchasers, a list designating the Assets to be deemed an intention sold and assigned pursuant to decline to accelerate the such Put Option. 6.2 (b) In additionconnection with any Put Option that does not constitute a prepayment in full of the outstanding aggregate Capital, notwithstanding then, following receipt by the foregoingDeal Agent of the amounts referred to in clause (v) above, Lender there shall have be sold and assigned to the Seller all of the right, title and interest of the Deal Agent in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Purchasers and the Hedge Counterparties in connection with any Put Option (including, but not limited to, expenses incurred in connection with the obligationrelease of the Lien of the Deal Agent, the Purchasers, the Hedge Counterparties and any other party having such an interest in the Assets in connection with such Put Option). (d) In connection with any Put Option, on the related Put Option Purchase Date, the Deal Agent, on behalf of the Purchasers and the Hedge Counterparties, shall, at the expense of the Seller (i) execute such instruments of release with respect to accelerate the exercise portion of the Assets to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions , and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller. (e) Notwithstanding any other provision of this Section 2.17, the closing of the Put Option following an Event of Default under may only occur if the Loan Documents (Seller obtains the Capital for which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated is being exercised by its terms herein, shall terminatetransferring the applicable Assets in a Permitted Securitization Transaction.

Put Option. The Company 14.1 Scape Holdco hereby grants iQ Midco an independent and separate option to Lender an option require Scape Holdco to acquire iQ Midco's entire Limited Partner Interest at the Put Option Price subject to the terms and conditions of this Clause 14 (the “Put Option”). 14.2 iQ Midco may exercise its Put Option at any time on or after the date falling three months after the date on which the Acquisition becomes effective. 14.3 The Put Option shall be exercised by iQ Midco giving Scape Holdco and the General Partner written notice (a Put Exercise Notice) which shall include: 14.3.1 the date on which the notice is given; 14.3.2 a statement to sell all or any portion of the Issued Shares effect that iQ Midco is exercising the Put Option; and 14.3.3 the date on which completion is to take place (the “Put Shares”) to Completion Date), which date shall be not fewer than two Business Days following the Company for a total purchase price of $195,000, pro-rated for any portion thereof date on which the Put Exercise Notice is given (the “Put Price”or such other period as may be agreed between iQ Midco and Scape Holdco). . 14.4 The Put Option may be exercised with only in respect of all of iQ Midco's Limited Partner Interest and for cash in Sterling consideration. 14.5 Once given, a Put Exercise Notice may not be revoked or withdrawn without the written consent of iQ Midco and Scape Holdco. 14.6 The Put Option granted by Scape Holdco is a personal obligation and is not transferable to any amount that is equal to other person. 14.7 On the Put Completion Date: 14.7.1 iQ Midco must deliver (or less than procure the entire balance of the outstanding Put Shares, at any time during the earlier to occur of delivery of) the following Put Option exercise periods (the “Put Period”): to Scape Holdco: (a) a duly completed and signed instrument of transfer of iQ Midco's Limited Partner Interest to Scape Holdco in a form that: (i) complies in all respects with this Agreement and all the ten laws applying to a transfer of that Limited Partner Interest; and (10ii) Business Day period commencing on the first anniversary hereof, is sufficient to enable Scape Holdco (or such person as Scape Holdco may nominate) to acquire title to that Limited Partner Interest; (b) any waiver, consent or other document necessary (whether under this Agreement or otherwise) for iQ Midco's Limited Partner Interest to be registered in the ten name of Scape Holdco (10or its nominee); (c) Business Day period commencing on must take all other actions necessary to effect the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds iQ Midco's Limited Partner Interest to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that Scape Holdco; 14.7.2 the Company’s obligation General Partner must take all actions necessary to purchase effect the Issued Shares from Lender pursuant transfer of iQ Midco's Limited Partner Interest to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred Scape Holdco (or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined its nominee) including making all necessary entries in the Loan Agreement), Partnership's books and accounts as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall may be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.required; and

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, the Purchaser shall have the option, exercisable in its sole discretion and exercisable only once (the “Put Option”) ), to sell require FEEL to purchase some or all or any portion of the Issued Series A Preferred Shares (the “Put Shares”) then owned by the Purchaser (at the Put Price multiplied by the applicable number of Put Shares) by delivering written notice thereof to FEEL (with a copy to MIE and the Company for a total purchase price of $195,000, pro-rated for any portion thereof Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price for the Put Shares to the Purchaser in full within one (1) year of the date of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable with FEEL for the obligations of FEEL set forth in this Clause 4. (b) Upon delivery by the Purchaser of the Put Exercise Notice, FEEL shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in three (3) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than one (1) year after the date of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods ninety (the “Put Period”): (a90) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier Exercise Notice. No later than ten (10) days but no later than thirty (30) days from after the date of the Put Exercise Notice. On , FEEL shall notify the Purchaser by written notice (the “Election Notice”) of (x) the election of a Single Purchase or before an Installment Purchase, (y) if FEEL elects an Installment Purchase, the dates of each installment (each, a “Put Closing Purchase Date”) and the number of Put Shares to be purchased on each Put Purchase Date, Lender will deliver to and (z) the Company time and place in Beijing for the certificate(s) representing closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. No later than five (duly endorsed 5) days after the date on which the Put Price must be finally determined in accordance with this Agreement, FEEL shall notify the Purchaser by written notice of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price. If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date (which shall be treated as the Put Purchase Date but which shall not be later than five (5) days after the date on which the Put Price must be finally determined in accordance with this Agreement) and at such time and place in Beijing as the Purchaser shall notify FEEL (with a copy to MIE and the Company). (c) Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the Put Shares has not been paid to the Purchaser in full within one (1) year after the date of the Put Exercise Notice: (i) the Purchaser shall first sell, transfer or assign any unpurchased Put Shares to any third party notwithstanding the provisions in Clauses 2.1, 2.2, and 2.3 of the Shareholders’ Agreement; and (ii) if the net proceeds recovered from the sale by Lender or accompanied the Purchaser of unpurchased Put Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any Losses the Purchaser may incur as a result of such failure by duly executed stock powers in blank) MIE, the Company and/or FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency, the “Put Return Deficiency”), then FEEL, MIE and the Company shall tender to Lender jointly and severally indemnify the Purchaser for the unpaid amount of the Put Price in cash by wire transfer Return Deficiency (the date on which any such unpaid amount is paid to the Purchaser, the “Put Return Deficiency Payment Date”), to the extent that any of immediately FEEL, MIE and the Company has from time to time lawfully available funds to an account at do so and that it will be in compliance (after paying such unpaid amount) with all of the terms of the CITIC KaWah Facility under which it has outstanding obligations on the relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”) provided, that if any of FEEL, MIE and the Company does not fulfill its obligations to pay any part of such unpaid amount of the Put Return Deficiency on the relevant Put Return Deficiency Payment Date as a bank designated by Lender. The Company and Lender acknowledge and agree that result of the Company’s application of the restrictions set forth in this paragraph (ii), it shall remain subject to the obligation to purchase pay the Issued Shares from Lender pursuant to balance of the Put Option Return Deficiency as soon as it is an Obligation secured by the Collateral and any related guarantees under the Loan Documentsable to pay in a manner that complies with such restrictions; provided further, if and for so long as the there is a Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Return Deficiency (as defined in the Loan Agreement)TPG SPA) under the TPG SPA, as follows: The FEEL, MIE and the Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior not pay to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise Purchaser any unpaid amount of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock Return Deficiency pursuant to this paragraph (ii) before TPG having recovered the Loan Documents, full amount of its Put Return Deficiency (as defined in the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminateTPG SPA).

Put Option. The Company hereby 2.1 In consideration for the entry into this Agreement, Aleph Cayman grants to Lender A15 an option (the “Put Option”) to sell require Aleph Cayman to purchase all or any portion (and not some only) of the Issued Shares remaining shares in Connect Ads held by A15 (the “Put Option Shares”) on the terms and subject to the Company for provisions of this Schedule 7 (A15 Put Option). 2.2 Subject to paragraph 2.3 of this Schedule 7 (A15 Put Option), A15 may exercise the Put Option, once only and in respect of all and not some only of the Put Option Shares, by serving a total purchase price Put Option Exercise Notice in accordance with paragraph 2.9 of $195,000, pro-rated for any portion thereof this Schedule 7 (the “A15 Put Price”Option). . 2.3 The Put Option may only be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding if a Put SharesOption Trigger Event occurs. 2.4 If, at any time during after the earlier to occur of the following Signature Date, a Put Option exercise periods (the “Put Period”): (a) the Trigger Event occurs, Aleph Cayman shall within ten (10) Business Day period commencing Days of the date of such Put Option Trigger Event, deliver to A15 a notice in writing (the “Draft Put Option Statement”) specifying: (a) reasonable details of the Put Option Trigger Event, including: (i) in the case of a Qualifying IPO: (A) the Qualifying Exchange; (B) the number of primary shares in Aleph Cayman to be issued and sold by Aleph Cayman; (C) the number of secondary shares in Aleph Cayman to be sold by each shareholder in Aleph Cayman; and (D) the offering price per share; (ii) in the case of an Aleph Cayman Change of Control: (A) the identity of the third party purchaser; (B) the number of shares in Aleph Cayman to be sold by Aleph; and (C) the purchase price per share in Aleph Cayman (including any deferred consideration or earn-outs); (iii) in the case of a Change in CEO, the date on the first anniversary hereof, or which Cxxxxxxxx Xxxxxx Xxxxxxxx ceased to be CEO of Aleph Cayman (b) the ten Put Option Connect Ads EBITDA; (10c) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate Connect Ads Cash; (d) the Put Option Connect Ads Indebtedness; (e) the Put Option Connect Ads Net Debt; (f) the Put Option IMS EBITDA; (g) the Put Option IMS Cash; (h) the Put Option IMS Indebtedness; (i) the Put Option IMS Net Debt; (j) the Put Option Valuation Multiple; (k) the Put Option Consideration Shares Percentage; and (l) the number of Put Option Consideration Shares, and shall be attaching complete and accurate copies of: (a) in the case of no further force or effecta Qualifying IPO, the admission document and/or prospectus; (b) in the case of an Aleph Cayman Change of Control, the definitive transaction documents; (c) the Put Option Connect Ads Accounts; and (d) the Put Option IMS Accounts. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender Parties acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to Put Option Connect Ads EBITDA, the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsConnect Ads Cash, and for so long as the Put Option is outstanding and, if exercisedConnect Ads Indebtedness, the Put Price is not yet tenderedOption Connect Ads Net Debt, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option IMS EBITDA, the Put Option IMS Cash, the Put Option IMS Indebtedness and the Put Option IMS Net Debt shall not be transferred or assigned exclude any inter-company transactions between the IMS Group and the Connect Ads Group other than any invoice rendered by an IMS Group Company to a Connect Ads Group Company, to recharge the cost of any third partymedia purchased by an IMS Group Company, in respect of a service rendered by such Connect Ads Group Company to a commercial partner in any Connect Ads Territory, as supported by an arms' length partner agreement. 6.1 Notwithstanding 2.5 A15 shall, within twenty (20) Business Days of receipt from Aleph Cayman of a Draft Put Option Statement, either: (a) confirm to Aleph Cayman in writing its acceptance of the foregoingDraft Put Option Statement; or (b) notify Aleph Cayman in writing of its non-acceptance of the Draft Put Option Statement (which, Lender shall have for the rightavoidance of doubt, but not the obligation, to accelerate the exercise may include its non-acceptance of the Put Option upon Connect Ads Accounts and/or the Put Option IMS Accounts) (a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Put Option Non-Acceptance Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction), together with all relevant information relating thereto, in form sufficient written details of each matter disputed and of its proposed modifications. 2.6 If A15 serves a Put Option Non-Acceptance Notice pursuant to enable Lender to make an informed decision as to whether it should accelerate the paragraph 2.5(b) of this Schedule 7 (A15 Put Option. Within ), Aleph Cayman and A15 shall use all reasonable endeavours to meet and discuss the objections of A15 and to agree the adjustments (if any) required to be made to the Draft Put Option Statement within fifteen (15) days Business Days after Aleph Cayman receives the Put Option Non-Acceptance Notice. 2.7 If A15 confirms its acceptance of Lenderthe Draft Put Option Statement (either as originally submitted to it or with such modifications as the Parties agree) or fails to notify Aleph Cayman of its non-acceptance in accordance with paragraph 2.5(b) of this Schedule 7 (A15 Put Option), the Draft Put Option Statement (incorporating any modifications agreed in writing) shall constitute the Put Option Statement for the purposes of this Agreement, which shall be final and binding on the Parties in the absence of manifest error or fraud. 2.8 If Aleph Cayman and A15 are unable to agree the Draft Put Option Statement within fifteen (15) Business Days of Aleph Cayman’s receipt of the Fundamental Transaction A15’s Put Option Non-Acceptance Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall disputed matters may be deemed referred for determination by an intention to decline to accelerate the Put OptionExpert appointed in accordance with paragraph 3 below. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants 1.1 Upon the terms and subject to Lender the conditions set forth in this Offer Letter and the SPA, the Buyer irrevocably undertakes to acquire from the Seller all but not less than all of the Purchased Interests at the price and upon the other terms and subject to the conditions set forth in the SPA (the "Put Option"), and not to withdraw or revoke the Put Option unless the Put Option expires in accordance with the terms of this Offer Letter or this Offer Letter is terminated in accordance with its terms. 1.2 By countersigning this Offer Letter (the date of such signature being referred to as the "Put Option Date"), the Seller accepts the Put Option as an option (only, without hereby undertaking to exercise it, subject to the “terms of Clause 7 of this Offer Letter. 1.3 The Buyer acknowledges that, following completion of the Consultation Process, the Seller will make a decision in respect of the Contemplated Transaction. Accordingly, the acceptance of the Put Option”) Option by the Seller shall not constitute in any manner whatsoever an undertaking by the Seller to sell all the Purchased Interests to the Buyer or any portion to sign the SPA but shall only constitute an option available to the Seller, exercisable in the Seller's sole discretion, to sell the Purchased Interests to the Buyer upon the terms and subject to the conditions of the Issued Shares (SPA. However, in case of exercise of such an option by the “Put Shares”) Seller, the Seller shall be bound to sell the Purchased Interests to the Company for a total purchase price Buyer upon the terms and subject to the conditions of $195,000, pro-rated for any portion thereof (the “Put Price”). SPA as from the date of the Exercise Notice. 1.4 The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during shall remain in force until the earlier to occur of the following Put Option exercise periods of: (the “Put Period”): (ai) the ten date which is the third (103rd) Business Day period commencing on after the first anniversary hereof, or Consultation Process has been fully completed in accordance with the EWC Agreement and (bii) four (4) months from the ten Put Option Date (10the "Put Option Expiration Date") Business Day and shall be exercisable by the Seller during the period commencing on the date on which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, Consultation Process has been fully completed and ending on the Put Option shall terminate and Expiration Date. 1.5 For the purpose of this Offer Letter, the Consultation Process shall be deemed to have been fully completed on the earlier of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify i) the date on which the closing of European Works Council has issued a final opinion regarding the purchase of the Put Shares shall take place Contemplated Transaction or (the “Put Closing Date”), which such date shall be no earlier than ten (10ii) days but no later than thirty (30) days failing an express opinion from the European Works Council, the date of on which the Put Notice. On or before European Works Council is deemed to have been consulted in connection with the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender Contemplated Transaction pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right EWC Agreement. 1.6 In order to exercise the Put Option shall not be transferred or assigned Option, the Seller must deliver to any third party. 6.1 Notwithstanding the foregoingBuyer a letter indicating such exercise in the agreed form set forth in Appendix 2 (an "Exercise Notice"), Lender shall have together with a pdf copy of the right, but not SPA duly executed by each of the obligationSeller and the Company and, to accelerate the exercise extent made available to the Company or the Seller, a copy of the Put Option upon written minutes (or an excerpt thereof) evidencing the European Works Council’s final opinion, or absence of opinion (deemed a Fundamental Transaction (as defined in the Loan Agreementnegative opinion), as follows: The Company the case may be, with respect to the Contemplated Transaction, each of which shall send written notice be attached to the Exercise Notice. For the avoidance of doubt, if a copy of the proposed Fundamental Transaction written minutes (“Fundamental Transaction Notice”or an excerpt thereof) no later than thirty evidencing the European Works Council’s final opinion, or absence of opinion (30) days prior deemed a negative opinion), has not been made available then the Exercise Notice may be validly delivered with a written statement of the Seller confirming completion of the Consultation Process (in lieu of such written minutes otherwise required pursuant to the prior sentence hereof). The date of the proposed consummation Exercise Notice shall be referred to as the "Signing Date". 1.7 Each of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make parties hereto agree that damages alone would not be an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days adequate remedy for any breach of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option its obligations under this Offer Letter and that each party hereto shall be deemed an intention entitled to decline to accelerate the Put Option. 6.2 In additionremedies of injunction, notwithstanding the foregoingspecific performance or other equitable relief, Lender shall have the rightor any combination of these remedies, but not the for any threatened or actual breach of such obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lenderwithout proving special damages. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during Upon the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on Maturity Date of the first anniversary hereof, Note or (b) the ten repayment in full of all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note, the Holder shall have the right (10) Business Day period commencing on the date which is nine "Put Option"), exercisable at its sole option, to require the Company to purchase the Warrant Shares at the Fair Market Value thereof (9) months after the date "Put Option Price"); provided, however, that the registration statement for the registration any exercise of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option must be for at least twenty-five (25%) of the then-outstanding Warrant Shares (as such number may be adjusted from time to time pursuant to this Warrant). If the Holder wishes to exercise the Put Option, it shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice furnish to the Company (a written notice notifying the “Put Notice”). The Put Notice shall specify the date on which the closing Company of the purchase of its election to exercise the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than Option and specifying a Business Day within thirty (30) days from of the date of delivery of such notice as the date of purchase. Upon the receipt by the Company of such written notice, the Company shall be obligated to purchase from the Holder, on such specified date of purchase, such Warrant Shares at the Put NoticeOption Price, regardless of whether this Warrant is exercised at such time; provided, however, that if this Warrant has not been fully exercised prior to receipt by the Company of such written notice, then the Put Option Price shall be reduced by the Warrant Purchase Price, but only to the extent that this Warrant has not been exercised. On Notwithstanding the foregoing, if the Company repays in full all principal of, premium, if any, accrued and unpaid interest on and other amounts owing under the Note on or before the Put Closing Date, Lender will deliver to date that is three (3) years from the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer issue original date of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercisedthis Warrant, the Put Price is Holder shall not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option until the date that is no earlier than the day after the date that is three (3) years from the issue date of this Warrant. The Company shall not be transferred or assigned to any third party. 6.1 Notwithstanding bear all costs and expenses incurred in connection with the foregoing, Lender shall have determination of the right, but not the obligation, to accelerate the exercise Fair Market Value for purposes of the Put Option upon a Fundamental Transaction (as defined Price, including, without limitation, all fees and expenses of any investment banking firm, valuation or accounting firm(s) engaged in connection with such determination and any legal fees and expenses incurred by the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together Holder in connection with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Optionsuch determination. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate In connection with the exercise of the Put Option. Lender’s failure to timely notify , the Company Per Share Schaden Purchase Amount (as defined in Section 3.3) will be paid in connection 0with the determination of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In additionFair Market Value, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentslast paragraph of the definition of Fair Market Value, the Put Option set forth hereinabove, if and will not terminated by its terms herein, shall terminatebe paid pursuant to Section 3.3.

Put Option. The (a) At any time prior to the closing of the Initial Public Offering, (i) each Terminated Management Stockholder, (ii) each Terminated Rollover Holder and (iii) any member of the LGB Group, upon the termination of the MASA (each such holder, a “Put Holder”) shall have the right to require the Company hereby grants to Lender an option purchase all or a portion of the shares of Common Stock held by such Put Holder (such shares, “Put Shares”), at a price per share equal to the Fair Market Value of the Put Shares (the “Put Option”); provided, however, that (x) no Put Holder shall be entitled to exercise a Put Option if such exercise would cause the Attributed LGB Percentage to be equal to or exceed 94.0%; and (y) a Put Holder whose employment with the Company is terminated for Good Cause or who resigned from the Company shall not be entitled to a Put Option. For purposes of the Put Option, “Fair Market Value” shall be calculated as of the date of termination of employment (in the case of a Put Holder who is a Terminated Rollover Holder or a Terminated Management Stockholder) and as of the date of termination of the MASA (in the case of a Put Holder who is a member of the LGB Group). (b) If a Put Holder elects to exercise the Put Option, such Put Holder shall send to the Company written notice of its intention to sell all the Put Shares, which notice shall be ineffective to exercise the Put Option if not received by the Company within 30 days of termination of employment (in the case of a Put Holder who is a Terminated Rollover Holder or any portion a Terminated Management Stockholder) or 30 days of termination of the Issued Shares MASA (in the case of a Put Holder who is a member of the LGB Group). Subject to Section 5.04, the closing of the purchase shall take place at the principal office of the Company no later than the tenth business day (the “Scheduled Put SharesClosing Date”) after the later of (i) the giving of such notice by the Put Holder, or (ii) if the Fair Market Value of the Put Shares is to be determined pursuant to clause (ii) of the Company for a total purchase price definition thereof, the date of $195,000determination of Fair Market Value; provided, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised however, that with respect to any amount that Put Shares the repurchase of which is equal to prevented by the occurrence of a Deferral Event, the Company shall give the Put Holder (or less than his successor or representative, as the entire balance case may be) prompt notice of the outstanding number of Put Shares, at any time during if any, which it is able to repurchase without such repurchase resulting in a Deferral Event, and the earlier to occur Company shall repurchase such number of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing Shares on the first anniversary hereofScheduled Put Closing Date. Subject to Section 5.04, or (b) with respect to any such remaining Put Shares that the ten (10) Business Day period commencing Company was unable to purchase on the date which is nine (9) months after Scheduled Put Closing Date, the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during Company shall promptly notify the Put PeriodHolder (or his successor or representative, as the case may be) as soon as the application of Section 5.04 no longer prevents the repurchase of any such Put Shares (in whole or in part), whereupon the Put Option Holder shall terminate and shall be of no further force or effect. The Put Option shall be again have the right, exercisable by Lender’s delivery of written notice to the Company (within 60 days after the “receipt of the Company’s notice, to require the Company to purchase such Put Notice”). The Put Notice Shares; provided, however, that the purchase price with respect to such postponed repurchase shall specify be equal to the date on which the closing sum of the purchase price calculated as of the Scheduled Put Closing Date plus interest on such purchase price from the Scheduled Put Closing Date to the actual date of purchase at the Interest Rate. The foregoing procedure shall continue until all Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver were subject to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyDeferral Event are purchased. 6.1 Notwithstanding (c) For the foregoingpurposes of this Section 5.03, Lender shall have the right, but not the obligation, to accelerate the exercise of the (i) any Put Option upon Holder who is a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option Permitted Transferee shall be deemed an intention to decline become entitled to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the a Put Option following an Event when the initial holder of Default under shares of Common Stock held by such Put Holder becomes entitled to such Put Option and (ii) the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event Trust or any of Default), in which event the Put Price its Permitted Transferees shall be added deemed to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall have ceased to be immediately due and payable an Employee when Jxxxxx Xxxx Xxxx ceases to Lenderbe an Employee. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option a. At any time following the tenth (10th) anniversary of the Effective Date (the “Put Period”), HCA shall have the right on one occasion (the “Put Option”) ), exercisable by delivery of a written notice to sell Caladrius or the Company, as applicable, at any time during the Put Period (such notice, the “Put Notice” and such date of exercise, the “Put Date”), to require Caladrius or the Company to purchase all or any portion some of the Issued Shares Equity Securities then held by HCA and/or its Affiliates (the “Put SharesHCA Units”) to set forth in the Company Put Notice for a total purchase price of $195,000, pro-rated for any portion thereof an amount per Unit (the “Put Price”). The ) equal to the lower of (i) the CoC Fair Market Value of the HCA Units subject to the Put Option may be exercised as determined in accordance with Section 8.8(b) and (ii) with respect to any each HCA Unit subject to the Put Option, the HCA Original Purchase Price plus interest on the HCA Original Purchase Price at a rate of two percent (2.0%) per annum compounded annually; provided, however, that, notwithstanding anything to the contrary contained herein, if HCA and its Affiliates offer to sell a number of HCA Units held them in excess of twenty-one percent (21%) of the Company’s outstanding Equity Securities pursuant to this Section 8.9, then Caladrius shall be required to purchase all such HCA Units but in no event shall the aggregate purchase price of such HCA Units to be sold pursuant to this Section 8.9 exceed an amount that is equal to or less than the entire balance HCA Maximum Unit Purchase Price. b. HCA shall, upon delivery of such Put Notice, be obligated to sell all of the outstanding Put Shares, at any time during Units subject to the earlier to occur of the following Put Option exercise periods to Caladrius or the Company, as applicable, and Caladrius or the Company, as applicable, shall be obligated to purchase such Units, all in accordance with the terms of this Agreement. c. The closing of any purchase and sale of Units pursuant to this Section 8.9 (the “Put PeriodOption Closing”): ) shall be pursuant to a customary purchase and sale agreement (aa “Put Agreement”) and take place at the ten principal office of the Company within ninety (1090) Business Day period commencing on days following the first anniversary hereofdetermination of the applicable Put Price, or at such other time as HCA and Caladrius or the Company, as applicable, may mutually determine in writing; provided that if such closing would require Caladrius or the Company to obtain regulatory approval or other third party approval pursuant to applicable Law prior to consummating such purchase, such ninety (b) the ten (10) Business Day 90)-day period commencing on the date which is nine (9) months after shall be extended to the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC five (5) days after such regulatory or other approval has been obtained. If not exercised during the Put Period, At the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”)Closing, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing DateHCA, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) Caladrius and the Company shall tender to Lender have executed and delivered the Put Price in cash by wire Agreement to each other and HCA shall transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that Caladrius or the Company’s obligation to purchase , as applicable, all of the Issued Shares from Lender pursuant HCA Units subject to the applicable Put Option, free and clear of all liens by duly executed purchase and sale agreement, which agreement shall include representations and warranties by HCA solely with respect to due authorization, title, absence of liens and the enforceability of the contemplated transaction (which representations and warranties shall survive such Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of DefaultClosing), in which event exchange for payment of immediate available funds by Caladrius or the Put Price shall be added Company, as applicable, to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion HCA of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatepurchase price for such HCA Units.

Put Option. The Company (a) If Bidco does not exercise the Leaver Call Option within the prescribed three (3) month exercise period and the Leaver is a Good Leaver or a Forced Leaver, then the applicable Good Leaver or Forced Leaver shall have the right to transfer its or their Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) to Bidco (or its designee, which may be the Company), at a price equal to the applicable Put Strike Price for each Share (which shall be determined based on whether the Leaver is a Good Leaver or a Forced Leaver). Such Good Leaver or Forced Leaver shall exercise (if at all) the Leaver Put Option (as defined below) within three (3) months of the expiration of the Leaver Call Option. (b) To ensure the effectiveness of a Leaver’s rights under clause 6.5.2(a), Bidco hereby grants irrevocably agrees to Lender grant to each Manager who shall agree and accept, an option to sell and transfer each and all Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) owned by such Manager, to be executed as a separate deed on the Effective Date in the form attached as Schedule 6.5.2 (the “Leaver Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Leaver Put Option will be exercisable by the relevant Managers within three (3) months of the expiration of the Leaver Call Option and subject to such Manager being a Good Leaver or Forced Leaver. Such Manager shall deliver to the Company (with a copy to Bidco) written notice (a “Leaver Put Option Notice”) stating that such Manager is exercising the Leaver Put Option and stating the type of Leaver such Manager is in accordance with such definitions. If the Leaver Put Option is exercised within the above three (3) months period, the Good Leaver or Forced Leaver shall transfer such Leaver’s Shares (which shall not include any Relevant Shares previously Transferred by such Manager to a transferee pursuant to clause 6.2, but shall include any Shares transferred to such Manager’s Manager Holding Company) to Bidco (or its designee, which may be the Company), and Bidco (or its designee, which may be the Company) shall acquire and pay, or cause to be paid, the applicable aggregate Put Strike Price (which shall be determined based on the type of Leaver properly designated in the applicable Leaver Put Option Notice, subject to the right of Bidco to dispute such designation in good faith, including by filing an arbitration claim pursuant to clause 23) to the Leaver in unity of act and concurrently with the consummation of the transfer of such Shares in connection with such exercised Leaver Put Option, which such consummation shall occur no later than three (3) months following the date of the final determination of the Fair Market Value in accordance with clause 6.11.1 (with such date of completion as determined by Bxxxx). Subject to clause 6.12.1, the applicable Put Strike Price with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following exercised Leaver Put Option exercise periods (shall be paid in Euros with such applicable Put Strike Price converted from U.S. Dollars into Euros using the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing Euro Exchange Rate in effect on the date which that is nine two (92) months after Business Days prior to the date that the registration statement for the registration transfer of the Issued such Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyconsummated. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) At any time during the Put Option Period, Standard Bank shall have the option, exercisable in its sole discretion and exercisable only once (the “Put Option”) ), to sell require FEEL to purchase some or all or any portion of the Issued Shares (the “Put Shares”) then owned by Standard Bank (at the Put Price multiplied by the applicable number of Put Shares) by delivering written notice thereof to FEEL (with a copy to MIE and the Company for a total purchase price of $195,000, pro-rated for any portion thereof Company) (the “Put PriceExercise Notice”) specifying the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price for the Put Shares to Standard Bank in full within one (1) year of the date of the Put Exercise Notice. MIE and the Company shall be jointly and severally liable with FEEL for the obligations of FEEL set forth in this Clause 5A. (b) Upon delivery by Standard Bank of the Put Exercise Notice, FEEL shall elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a “Single Purchase”) or (ii) in three (3) evenly spaced installments (with the installments being as nearly as practicable of equal numbers of Put Shares and the final installment being on a date no later than one (1) year after the date of the Put Exercise Notice) (an “Installment Purchase”). The Put Option may first installment in an Installment Purchase shall be exercised with respect to any amount that is equal to or less made no later than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods ninety (the “Put Period”): (a90) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months days after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier Exercise Notice. No later than ten (10) days but no later than thirty (30) days from after the date of the Put Exercise Notice. On , FEEL shall notify Standard Bank by written notice (the “Election Notice”) of (x) the election of a Single Purchase or before an Installment Purchase, (y) if FEEL elects an Installment Purchase, the dates of each installment (each, a “Put Closing Purchase Date”) and the number of Put Shares to be purchased on each Put Purchase Date, Lender will deliver to and (z) the Company time and place in Beijing for the certificate(s) representing closing of the sale and purchase of the Put Shares to be sold on each Put Purchase Date. No later than five (duly endorsed 5) days after the date on which the Put Price must be finally determined in accordance with this Agreement, FEEL shall notify Standard Bank by written notice of the Put Price payable on each Put Purchase Date, together with details of the method of calculation of the Put Price. If FEEL elects a Single Purchase or an Election Notice is not given in accordance with the foregoing provisions, FEEL shall be deemed to have elected a Single Purchase on such date (which shall be treated as the Put Purchase Date but which shall not be later than five (5) days after the date on which the Put Price must be finally determined in accordance with this Agreement) and at such time and place in Beijing as Standard Bank shall notify FEEL (with a copy to MIE and the Company). (c) Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for the Put Shares has not been paid to Standard Bank in full within one (1) year after the date of the Put Exercise Notice: (i) Standard Bank shall first sell, transfer or assign any unpurchased Put Shares to any third party notwithstanding the provisions in Clauses [2.1, 2.2, and 2.3] of the Shareholders’ Agreement; and (ii) if the net proceeds recovered from the sale by Lender or accompanied Standard Bank of unpurchased Put Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any Losses Standard Bank may incur as a result of such failure by duly executed stock powers in blank) MIE, the Company and/or FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency, the “Put Return Deficiency”), then FEEL, MIE and the Company shall tender to Lender jointly and severally indemnify Standard Bank for the unpaid amount of the Put Price in cash by wire transfer Return Deficiency (the date on which any such unpaid amount is paid to Standard Bank, the “Put Return Deficiency Payment Date”), to the extent that any of immediately FEEL, MIE and the Company has from time to time lawfully available funds to an account at do so and that it will be in compliance (after paying such unpaid amount) with all of the terms of the Standard Bank Facility under which it has outstanding obligations on the relevant Put Return Deficiency Payment Date (“Compliance with Financing Agreements”) provided, that if any of FEEL, MIE and the Company does not fulfill its obligations to pay any part of such unpaid amount of the Put Return Deficiency on the relevant Put Return Deficiency Payment Date as a bank designated by Lender. The Company and Lender acknowledge and agree that result of the Company’s application of the restrictions set forth in this paragraph (ii), it shall remain subject to the obligation to purchase pay the Issued Shares from Lender pursuant to balance of the Put Option Return Deficiency as soon as it is an Obligation secured by the Collateral and any related guarantees under the Loan Documentsable to pay in a manner that complies with such restrictions; provided further, if and for so long as the there is a Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction Return Deficiency (as defined in the Loan Agreement)TPG SPA) under the TPG SPA, as follows: The FEEL, MIE and the Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior not pay to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise Standard Bank any unpaid amount of the Put Option. Lender’s failure Return Deficiency pursuant to timely notify this paragraph (ii) before TPG having recovered all the Company proceeds that it is entitled to receive under paragraph (ii) of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise Clause 7.1(c) of the Put Option following an Event of Default under TPG SPA and the Loan Documents Share Charge (which acceleration right shall not be waived if not exercised following a prior Event of Defaultas defined in the TPG SPA), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

Put Option. The Company hereby grants to Lender an option (a) In the event, and ONLY in the event, that a Triggering Event shall have occurred and is continuing, during the Put Option Period, Nixon and/or his Permitted Transferexx xxall have the right and option, but not the obligation (the “"Put Option”) "), to sell cause the Purchaser and/or Blakey to redeem and repurchase, in xxxxx or in part, all or any portion shares of Purchaser Common Stock owned of record by Nixon and/or his Permitted Transferexx, xll upon the Issued Shares (the “Put Shares”) terms and subject to the Company for a total purchase price of $195,000, pro-rated for any portion thereof conditions hereinafter set forth. (the “Put Price”). b) The Put Option may be exercised with respect by Nixon and/or his Permitted Transferex(x) only in the event and to any amount the extent that a Triggering Event shall have occurred and is equal continuing. Subject to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Periodforegoing, the Put Option shall terminate and shall may be of no further force or effect. The Put Option shall be exercisable exercised by Lender’s delivery of written notice from Nixon and/or his Permitted Transferex(x) to the Company Purchaser and Blakey (the “"Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”"), which Put Xxxxxe shall set forth (i) the name of the Person(s) exercising such date shall be no earlier than ten Put Option, and (10ii) days but no the number of shares of Purchaser Common Stock which Nixon and/or his Permitted Transferex xxxhes the Purchaser and Blakey to redeem and repurchase. (c) The Purchaser shall, not later than thirty (30) days from receipt of the Put Notice, advise Nixon or his Permitted Transferee(s) xx xriting (the "Put Response Letter") as to (i) the date of the Put Notice. On or before proposed closing of the redemption and repurchase of the aggregate number of shares of the Purchaser Common Stock subject to the Put Closing Option and included in the Put Notice (the "Put Securities"), which date (the "Put Effective Date") shall be not later than ten (10) days from the date the EBITDA Statement is mutually agreed to between the parties; and (ii) the method of payment of the Put Option Price for such Put Securities on the Put Effective Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company if such payment shall tender to Lender the Put Price not be in cash by wire transfer of immediately available funds funds, appropriately detailed terms of payment and reasons for the deferral. In addition, the Purchaser will on or before the date of delivery of the Put Response Letter, instruct the independent accountants engaged by the Purchaser to an account at (i) audit its financial statements, to conduct a bank designated special review and calculation of the EBITDA of the Purchaser and its consolidated Subsidiaries for the relevant Fiscal Year, and (ii) prepare and deliver the EBITDA Statement to the Purchaser and Nixon or his Permitted Transferee(s) xxx later than 45 days from the date of the Put Response Letter. (d) Nixon and/or his Permitted Transferex(x) shall have the right to review fully all work papers relating to the EBITDA Statement in order to confirm that such EBITDA Statement has been determined as provided herein. Nixon and/or his Permitted Transferex(x) shall complete their review of such EBITDA Statement within thirty (30) days after such determination and related documentation have been made available for its review. If Nixon and/or his Permitted Transferex(x) believe that any adjustment should be made to such EBITDA Statement in order for it be prepared in accordance with the requirements of this Agreement, Nixon and/or his Permitted Transferex(x) shall give the Purchaser written notice of such adjustments. If the Purchaser agrees with the adjustments proposed by LenderNixon and/or his Permitted Transferex(x), the adjustments shall be made to such EBITDA Statement. The Company If there are proposed adjustments which are disputed by the Purchaser, then the Purchaser and Lender acknowledge Nixon and/or his Permitted Transferex(x) shall negotiate in good faith to resolve all disputed adjustments. If, after a period of ten (10) days following the date on which Nixon and/or his Permitted Transferex(x) gives the Purchaser written notice of any proposed adjustments, any such adjustments still remain disputed, Nixon and/or his Permitted Transferee(s) and agree the Purchaser will jointly engage a nationally recognized independent accounting firm (other than the accounting firm used by the Purchaser to prepare the EBITDA Statement) (the "Independent Accountant") to resolve any remaining disputed adjustments in accordance with this Agreement, and the decision of the Independent Accountant shall be final, binding and nonappealable on the parties hereto and shall be deemed a final arbitration award that the Company’s obligation to purchase the Issued Shares from Lender is enforceable pursuant to the Put Option is an Obligation secured by terms of the Collateral Federal Arbitration Act. All fees and any related guarantees under expenses of the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price Independent Accountant incurred in connection with such resolution shall be secured by split equally between the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third partyparties. 6.1 Notwithstanding (e) The per share price which the foregoing, Lender Purchaser shall have the right, but not the obligation, be required to accelerate pay to Nixon or any of his Permitted Transfxxxxx upon the exercise of the Put Option upon during the Put Option Period (the "Put Option Price") shall be equal to the GREATER of (i) $1.96 per share, (ii) 100% of the Formula Value divided by the issued and outstanding shares of Purchaser Common Stock, and (iii) the arithmetic average of the closing price of a Fundamental Transaction (as defined in share of the Loan Agreement)Purchaser Common Stock, as follows: then traded on the National Association of Securities Dealers, Inc. OTC-Bulletin Board, The Company shall send written notice of Nasdaq Stock Exchange, the proposed Fundamental Transaction American Stock Exchange or any other national securities exchange, for the twenty (“Fundamental Transaction Notice”20) no later than thirty (30) consecutive trading days prior to ending on the date of last business day immediately preceding the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise closing of the Put Option. Lender’s failure Effective Date (if publicly traded at such time). (f) On each occasion that a Put Notice shall be given, the Purchaser will undertake to timely notify the Company of Lender’s intention to accelerate pay the Put Option Price for the Put Securities in cash in immediately available funds on the Put Effective Date. If, due to restrictions under applicable law or any credit agreement binding upon the Purchaser, the Purchaser shall be deemed an intention unable to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise pay all of the Put Option following an Event Price in cash, or if such payment, if made by Purchaser, would have a substantial material adverse effect on the liquidity and capital resources of Default under the Loan Documents Purchaser, then and in either such events, Blakey shall pay such unpaid portion xx xxe Put Option Price in cash. (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added g) Notwithstanding anything to the Obligations under the Loan Agreement and secured by the Collateral thereundercontrary, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documentsexpress or implied, contained in this Agreement, the Put Option set forth hereinabovein this Section 3.1 shall (i) terminate and be of no further force or effect after December 31, if 2004, unless previously exercised in accordance with this Section 3.1, and (ii) may not terminated be assigned or otherwise Transferred by its Nixon, except to a Permitted Transfexxx. Upon any such permitted assignment, such Permitted Transferee shall execute and deliver to the Purchaser such joinder or related agreement and undertaking to be bound by and subject to all of the terms herein, shall terminateand conditions of this Agreement.

Put Option. The Company hereby grants Provided that the Restructuring shall have been completed upon the terms and conditions set forth in the Plan of Arrangement attached to Lender an option the Arrangement Agreement, New ADB will have the right (the “Put Option”"PUT OPTION") (i) if at any time the Lender makes a Demand, (ii) Lender has accelerated the Loan pursuant to Section 8.2 or (iii) at any time on and after June 1, 2003 until midnight (Toronto time) on June 30, 2003 (the "PUT PERIOD") to sell all or any portion require the Lender, on the terms and conditions of this Section , to purchase from New ADB all, but not less than all, of the Issued Shares issued and outstanding shares in the capital of Old ADB (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”"SHARES"). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance purchase and sale of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing Shares on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior will be subject to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen following: (15a) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall will be deemed an intention exercised by New ADB by delivering to decline to accelerate the Lender a notice in the form attached hereto as Schedule 10.1(a) (the "PUT NOTICE") during the Put OptionPeriod; (b) the Lender will purchase the Shares on the date that is 10 Business Days after the date upon which the Lender received the Put Notice (the "PUT CLOSING DATE"); (c) the purchase price for the Shares will be an amount equal to the aggregate amount of the Principal and accrued and unpaid interest thereon to the day immediately preceding the Put Closing Date and will be satisfied by the set-off by the Lender of the amount owing in respect of the purchase price of the Shares in full satisfaction of such aggregate amount of Principal and accrued and unpaid interest. 6.2 In addition, notwithstanding (d) the foregoing, Lender shall have closing (the right, but not "PUT CLOSING") of the obligation, transaction of purchase and sale pursuant to accelerate the exercise of the Put Option following will take place at the offices of New ADB in Mississauga, Ontario; (e) at the Put Closing: (i) New ADB will deliver to the Lender the certificates representing the Shares to be purchased, duly endorsed for transfer or accompanied by stock powers; (ii) New ADB will provide the Lender with certification in a form reasonably acceptable to the Lender's counsel that the Shares conveyed are free and clear of all encumbrances; (iii) New ADB will deliver to the Lender a certificate of an Event officer certifying to the Lender that (A) the articles and by-laws of Default under Old ADB (as attached to such certificate) are in full force and effect, unamended, and that no proceedings have been taken to amend same, (B) the Loan Documents representations and warranties as they relate to Old ADB contained in this Agreement are true and correct as of the time of the Put Closing as if given at such time, (which acceleration right shall C) New ADB is not be waived if not exercised following a prior Event non-resident of DefaultCanada for purposes of the Income Tax Act (Canada), (D) there is no actions, suits or proceedings before any court or before or by any governmental commission, board, bureau, agency or other authority pending or threatened against, or affecting, Old ADB which could have a Material Adverse Effect, with the exception of such actions, suits or proceedings, if any, arising from the operation of Old ADB in which event the Put Price shall be added ordinary course of business from and after the Effective Time, and (F) such other matters as the Lender may reasonably request; (iv) New ADB will deliver an opinion of its legal counsel substantially in the form attached hereto as Schedule 10.1(e)(iv) regarding the due and proper transfer of the Shares by New ADB to the Obligations under the Loan Agreement Lender; (v) New ADB will deliver resignations of all directors and secured by the Collateral thereunderofficers of Old ADB, and shall be immediately due and payable to Lender. 6.3 If any portion except those directors who are nominees of the Note is converted into Common Stock Lender pursuant to the Loan DocumentsCo-Operation Agreement; (vi) New ADB will deliver a release in favour of Old ADB substantially in the form attached hereto as Schedule 10.1(e)(vi). (f) Without prejudice to the Lender's rights to take such action as it deems necessary to preserve or protect its interest in the recovery of the indebtedness and liabilities of the Borrower to the Lender hereunder, the Put Option set forth hereinaboveLender will forebear from exercising any of its rights and recourses under Section 8.2 as a result of the acceleration the Loan or the making of a Demand, if not terminated by its terms hereinany, shall terminateuntil the Put Closing Date.

Put Option. The Company hereby grants to Lender an option (During the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the applicable Put Period, each Certificateholder eligible to do so, or in the event that such Certificates are still held in book-entry form, each Certificate Owner eligible to do so, may exercise the applicable Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (Master Servicer or, to the “extent that the Certificates are still held in book-entry form, DTC. Notice by a Certificateholder or Certificate Owner, as applicable, of the exercise of a Put Notice”Option will be irrevocable. At the end of each applicable Put Period, based on information obtained by the Master Servicer from DTC with respect to Book-Entry Certificates, if applicable, the Master Servicer shall notify the Standby Purchaser, and the Trustee in writing of the number of Certificateholders, or Certificate Owners, as applicable, who have exercised the Put Option and the percentage of the Class Certificate Balance of Certificates held by such Certificateholders or Certificate Owners, as applicable. Not later than the fourth Business Day prior to each Put Date, the Standby Purchaser shall pay to the Trustee, and the Trustee shall deposit, into the Distribution Account, the Put Purchase Price for each Certificate or Putable Balance for which the Certificateholder has exercised the related Put Option. On each Put Date, with respect to each Certificate or Putable Balance for which the related Put Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Put Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. With respect to any Subordinated Certificate that is not a Book-Entry Certificate for which the Holder has exercised the applicable Put Option, such Holder shall submit the applicable Subordinated Certificate(s) to the Trustee at the Corporate Trust Office for transfer and re-registration to such Holder and the Standby Purchaser. In connection with such submission, neither such Holder nor the Standby Purchaser shall be required to submit any of the transfer documentation otherwise required by Section 5.02(b). The Put Notice Trustee shall specify promptly execute and deliver new Certificates, registered in the date on which the closing name of the purchase Standby Purchaser with respect to the applicable Putable Balance and to the Holder with respect to the balance of the Put Shares shall take place (applicable Subordinated Certificate, as provided in Section 5.02(a). In the “Put Closing Date”)event that the Certificates are no longer held in book-entry form, which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of and all Certificateholders who exercised the Put Notice. On Option, shall not surrender their Certificates for cancellation (or before re-registration in the case of Subordinated Certificates) within six months after the applicable Put Closing Date, Lender will deliver the Master Servicer shall give second written notice to the Company remaining Certificateholders to surrender their Certificates for cancellation (or re-registration in the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blankcase of Subordinated Certificates) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Purchase Price shall be secured by with respect thereto. If within one year after the Collateral and any related guarantees under second notice all the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.related

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) Subject to the Company for terms and conditions set forth ---------- herein, St. Mary irrevocably grants and issues to FJOG and BWOG a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate Xxxxon whereby FJOG and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender BWOG shall have the rightright and option to require St. Mary to purchase from FJOG and BWOG, but not the obligationupon five days advance written notice by delivering a Put Exercise Notice, to accelerate the exercise all of the Shares of St. Mary Stock issued to FJOG and BWOG under the PSA at a purchase prxxx (the "Put Option upon a Fundamental Transaction Payment Price") of $71,593,795 together with interest thereon at the rate of two percent above the one-year LIBOR rate (as defined London InterBank Offered Rate) in effect at the Loan Agreement), as follows: The Company shall send written notice closing (the "Closing") of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior transaction pursuant to the date which NPC Inc. has acquired substantially all of the proposed consummation oil and gas assets of the Fundamental Transaction, together FJOG and BWOG (the "Acquisition") and with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt such interest adjusted on each one year anniversary of the Fundamental Transaction NoticeClosing, Lender shall advise the Company whether the Lender has elected to accelerate the compounded annually, with such interest due and payable upon exercise of the Put Option. Lender’s failure It is the intention of the parties that St. Mary shall pay to timely notify FJOG and BWOG for exercise of this Put Option xxx exact amount, including both principal and interest, that FJOG and BWOG shall be required to pay to St. Mary under the Company Nonrecourse Secured Promissory Note dated Xxnuary 29, 2003. It is further intended that FJOG and BWOG shall have the full right to offset all sums owed to St. Mary under the Nonrecourse Secured Promissory Note against sums Xx. Mary shall owe to FJOG and BWOG as a result of Lender’s intention their exercise of txxx Put Option. Notwithstanding anything to accelerate the contrary contained in the foregoing, the Put Payment Price shall not however include any interest accrued on the Nonrecourse Secured Promissory Note from and after two years and six months following the Closing or any default interest on such non-included interest or the costs of collection of such non-included interest. Such Put Option shall be deemed an intention exercisable at any time on or before the date that the loan by St. Mary to decline FJOG and BWOG pursuant to accelerate the Put Option. 6.2 In addition, notwithstanding Nonrecourse Securex Xromissory Note (the foregoing, Lender shall have "Note") matures and becomes repayable to St. Mary in full pursuant to the right, but not the obligation, to accelerate the exercise terms of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, Note and shall be immediately due xxercisable only for all, and payable to Lender. 6.3 If any portion not a portion, of the Note is converted into Common Shares of St. Mary Stock pursuant to issued under the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminatePSA.

Put Option. The Company hereby grants Following the occurrence of any of (i) the signing of a definitive written agreement with respect to Lender a Product Exit (it being understood that, for the avoidance of doubt, the signing of a definitive written agreement with respect to a Specified Transaction shall not constitute a Product Exit and shall not constitute a Put Option Event (as defined below), but that the consummation of such Specified Transaction other than in compliance with Section 5.12(e) shall constitute a Product Exit and shall constitute a Put Option Event), (ii) a Change of Control or (iii) an option Event of Default other than a Seller Bankruptcy Event of Default (each of the foregoing events set forth in clauses (i), (ii) and (iii), a “Put OptionOption Event”), Buyer may elect by notification to Sellers in writing (a “Put Option Notice”) to sell all or any portion the remainder of the Issued Shares (the “Put Shares”) Sold Assets to Sellers in exchange for an amount in cash equal to the Company for Put/Call Payment Amount. In the event that Xxxxx delivers a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect Notice to any amount that is equal to or less than Sellers, then upon the entire balance later of (i) the occurrence of the outstanding Put Shares, at any time during the earlier to occur of the following applicable Put Option exercise periods Event and (the “Put Period”): (aii) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration is [***] ([***]) Business Days following receipt of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the a Put Option Notice from Buyer, Sellers shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice pay to Buyer the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash Put/Call Payment Amount by wire transfer of immediately available funds to such account or accounts as an account at a bank designated Authorized Buyer Representative shall designate both orally by Lendertelephone and in writing to Sellers. The Company Upon such payment by Sellers to Buyer of the Put/Call Payment Amount, no further payments of the Sold Assets shall be due to Buyer hereunder and Lender acknowledge and agree that the Company’s obligation Royalty Termination Date shall be deemed to purchase the Issued Shares from Lender pursuant have occurred. With respect to the any Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan DocumentsEvent, and for so long as the if Buyer does not deliver a Put Option is outstanding andNotice to Sellers within one hundred eighty (180) days after Buyer’s receipt of written notice from Sellers (in accordance with Section 5.1(d) hereof) of the occurrence of such Put Option Event, if exercised, the Put Price is not yet tendered, the Lenderthen Buyer’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the deliver a Put Option shall not be transferred or assigned Notice with respect to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the such Put Option upon a Fundamental Transaction Event shall terminate at the end of such one hundred eighty (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”180) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.day ​ ​ ​