Common use of Put Option Clause in Contracts

Put Option. (a) If the Executive's employment with the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price 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.

Put Option. (a) If the Executive's employment with the Company Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Dairy HoldingsInvestors, and Dairy Holdings Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Dairy Holdings Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Dairy Holdings Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Dairy Holdings Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings Investors duly executed instruments transferring title to units to Dairy HoldingsInvestors, against payment of the appropriate purchase price 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.

Put Option. (a) If the Executive's employment with the Company Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Dairy HoldingsInvestors, and Dairy Holdings Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) if such termination occurs prior to the total number date which is 18 months from the date of Units this Agreement the purchase price per Unit shall be the greater of (by class) collectively held by the Executive and all of his Permitted Transferees and (y1) the Applicable Percentage Fair Market Value (measured as of the Termination Date), at a ) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per unit equal to Unit shall be the Fair Market Value of such unit (measured as of the delivery Termination Date) of the notice referred to in Section 7.1(b))such Units. (b) If the Executive desires to exercise its option to require Dairy Holdings Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Dairy Holdings Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Dairy Holdings Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price 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.Fair

Put Option. 4.1 GRAND shall have the right (a) If the Executive's employment with "Put Option"), at any time, prior to it serving a Tag- Along Notice under Clause 2 of this Schedule 3 unless otherwise allowed by the terms of this Agreement, by notice in writing to be served upon the Company and its subsidiaries terminates due CTF, which must expressly state whether it is served pursuant to 4.1.1 or 4.1.2 below ("the DisabilityNotice"), death to require CTF or Retirement at the election of CTF to be made in writing within 14 days from receipt of the Executive prior Notice to require the earlier of Company (ithe "Purchaser") a Public Offering or (ii) a Sale to purchase all of the CompanyShares held by GRAND: 4.1.1 at the Price of the Shares which price must be specified in the Notice ("GRAND Interest"). In this case, the Purchaser shall upon receipt of the Notice be obliged to buy out the GRAND Interest in accordance with the rules and procedure as provided for any Units issued 181 in this Section 4 of Schedule 3. 4.1.2 at a different sale price for its GRAND Interest which shall be no less than the Price of the Shares which price must be specified in the Notice. Within 30 (thirty) days or more prior to from the date of termination of employment the receipt by the Purchaser of the ExecutiveNotice served under 4.1. the Purchaser shall be bound and entitled to send whether on its behalf or if it so elects, within 120 days after such date on behalf of termination the Company to GRAND a written counter notice (the "Counter Notice") electing either for itself or the Company to accept the offer of employment (or GRAND on the terms of the notice or, if the price is different in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereofaccordance with Clause 4.1.2, to make a counteroffer to GRAND to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than allpart only) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that its own shares in the aggregate such number does not exceed Company to GRAND for the product of (x) same price stated in the total number of Units (Notice in which case GRAND or, if requested by class) collectively held by GRAND, the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as Company shall upon receipt of the Termination Date), at a Counter Notice become obliged to buy all such Shares (but not part only) from the Purchaser for the price per unit equal to stated in the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b))Notice. (b) If the Executive desires to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price 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.

Put Option. (a) If the Executive's ’s employment with the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement for any of the Executive reasons set forth in clauses (i) or (ii) below prior to the earlier of (i1) a Public Offering with respect to Holding or the Company or (ii2) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive and Executive’s Permitted Transferees shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Dairy HoldingsInvestors, and Dairy Holdings Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's ’s Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date)request, at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b5.1(b)): (i) if the Executive’s active employment with the Company or its Subsidiaries is terminated due to the Disability, death or Retirement of the Executive; or (ii) if the Executive’s active employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause (including termination resulting from nonrenewal by the Company, without Cause, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal) or by the Executive for Good Reason (including termination resulting from nonrenewal by the Executive, for Good Reason, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal term; provided that all of the requirements set forth in the definition of Good Reason are satisfied, including that the Executive has notified the Company or its Subsidiaries of such Good Reason and the period for cure by the Company or its Subsidiaries has elapsed). (b) If the Executive desires or any of his Permitted Transferees desire to exercise his or its option to require Dairy Holdings Investors to repurchase Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice to Dairy Holdings Investors setting forth the intention of Executive and his Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Dairy Holdings Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16, the Executive shall deliver to Dairy Holdings Investors duly executed instruments transferring title to units the Units to Dairy HoldingsInvestors, against payment of the appropriate purchase price by cashier's ’s or certified check payable to the Executive or his Permitted Transferees, if applicable, or by wire transfer of immediately available funds to an account designated by the ExecutiveExecutive or his Permitted Transferee.

Put Option. (a) If (i) the Executive's ’s employment with the Company and its subsidiaries terminates due to was terminated by the Disability, death Company and its subsidiaries without Cause or Retirement of by the Executive for Good Reason prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, and (ii) the Company’s cumulative EBITDA for any Units issued 181 days or more a period of six consecutive fiscal quarters ending immediately prior to the date of Termination Date is at or above the Performance Target for such period (any termination of employment of satisfying the Executivepreceding clauses (i) and (ii), within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Unitsa “Qualified Termination”), the Executive shall have the right, right (subject to the provisions of Section 8 5.1(b) and Section 6 hereof, ) to sell to Dairy Holdingsthe Company, and Dairy Holdings the Company shall be required to purchase (subject to the provisions of Section 8 5.1(b) and Section 6 hereof), on one occasion ) from the Executive and his Permitted Transferees, if applicable, all (but not less than all) or a portion of the number of Rollover Units then held by the Executive and such other number of Units held by the Executive's his Permitted Transferees as the Executive may request provided that in request, on one occasion during the aggregate two years following the Put Right Commencement Date (such number does not exceed two-year period, the product of (x“Put Option Exercise Period”) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit Unit equal to the Fair Market Value of such unit Unit (measured as of the date of delivery of the notice referred to in Section 7.1(b5.1(b)); provided that (x) the aggregate Fair Market Value of the Rollover Units obligated to be repurchased pursuant to this Section 5.1 shall in no event exceed the aggregate Cost of the Rollover Units, which the parties agree to be $45,000,000, and which amount will be reduced by the amount of any distributions received by the Executive from the Company prior to the exercise of the put right pursuant to this Section 5.1(a) (other than tax distributions) and (B) the Executive must exercise his rights under this Section 5.1 on an equal percentage across the Preferred Units and the Class A Units that constitute his Rollover Units. (b) If the Executive desires to exercise its his option to require Dairy Holdings the Company to repurchase the Rollover Units pursuant to Section 7.1(a5.1(a), the Executive shall send one written notice (the “Put Notice”) to Dairy Holdings the Company setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all the Rollover Units pursuant to Section 7.1(a5.1(a) within the period described abovePut Option Exercise Period, which notice shall specify the number of Rollover Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell such Rollover Units. Within 45 days after the Company’s receipt of the Put Notice, the Board shall make a determination of the Fair Market Value of the Rollover Units as of the date of the Put Notice and shall notify the Executive of the Fair Market Value before the expiration of such 45-day period. Subject to the provisions of Section 8.16, the closing of the purchase shall take place at the principal office of Dairy Holdings the Company on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. The purchase price for any repurchase pursuant to this Section 5.1(a) shall be paid in three equal installments, with the first installment to be paid on the closing date of the repurchase and the second and third installments to be paid on the first and second anniversary of such closing date, respectively. Subject to the provisions of Section 8.16 and upon customary representations by the Executive and other members of the Executive Group as selling unitholders (such representations shall include representations regarding ownership and title of the Rollover Units subject to the repurchase, and due authorization and non-contravention of all transaction documents delivered in connection with the repurchase), the Executive shall deliver to Dairy Holdings the Company duly executed instruments transferring title to units to Dairy Holdingsthe Company, against payment of the appropriate first installment of the purchase price by cashier's ’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive.

Put Option. (a) If Prior to the occurrence of the initial Public Offering, if Executive's ’s employment with the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment Executive and Executive’s Permitted Transferees (or in the case of Units issued 180 days or less prior hereinafter sometimes collectively referred to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive as “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days following the Termination Date, to sell to Dairy Holdingsthe Company (the “Put Right”), and Dairy Holdings the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from the Executive and his Permitted Transferees, if applicableeach member of Executive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number of Executive’s Group that equals all Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), Executive’s Group at a price per unit Unit equal to the Fair Market Value of such unit Units (measured as of the delivery date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the notice referred Company held by Executive’s Group in accordance with the terms of the agreements pursuant to in Section 7.1(b))which such other units were acquired from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a)the Put Right, the Executive members of Executive’s Group shall send one written notice to Dairy Holdings the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Unitsmember of Executive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Dairy Holdings the Company on a date specified by the Company no later of than the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executivenotice.

Put Option. (a) If At any time after the Executive's employment with date that is four (4) years from the Effective Date, the MGP Members shall have the right, exercisable in their absolute discretion, to elect to sell their Units to the Company by delivering at least a twelve (12) month (the “Redemption Period”) prior Notice to the Company and PPI (the “Put Notice”). Upon delivery of the Put Notice, PPI may elect to initiate a process for an Approved Sale during the Redemption Period. If PPI does not elect to exercise its subsidiaries terminates due rights with respect to such Approved Sale by the expiration of the Redemption Period in accordance with this Section 8.8, the Company shall purchase all of the MGP Members' Units put to the Disability, death or Retirement of the Executive prior Company pursuant to the earlier of this Section 8.8 within one hundred twenty (i120) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance expiration of such Units), the Executive Redemption Period. The purchase price for each MGP Members' Units pursuant to this Section 8.8 shall have the right, subject be equal to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase greater of: (subject to the provisions of Section 8 hereof), i) such MGP Member's Capital Contributions set forth on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured Schedule A as of the Termination Effective Date), at a price per unit equal to ; or (ii) the MGP Fair Market Value of such unit (measured Units as of the delivery date of the notice Put Notice, as determined in accordance with subsection (b) below (such applicable purchase price herein referred to in Section 7.1(b)as the “Put Price”). (b) If the Executive desires For purposes hereof, “MGP Fair Market Value” means, as to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a)each MGP Member, the Executive shall send one written notice to Dairy Holdings setting forth the intention fair market value of Executive and Permitted Transferees, if applicable, to collectively sell all such MGP Member's Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature as of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing date of the purchase shall take place at Put Notice as determined by the principal office of Dairy Holdings on the later mutual agreement of the 30th day after the giving of such notice and the date that is 10 business Members within ninety (90) days after the final determination expiration of the Redemption Period (such period, the “MGP Put Determination Period”); provided that if the Members do not agree as to the MGP Fair Market Value. Subject Value of each MGP Member's Units within the MGP Put Determination Period, the Members shall work together to agree upon a third party appraiser to determine the MGP Fair Market Value of each MGP Member's Units as of the date of the Put Notice, but if no such agreement is reached within ten (10) days of a party giving Notice to the provisions other of Section 8.1the inability to reach agreement as to a third party appraiser, (i) the MGP Members, on the one hand, and PPI, on the other, shall each select a third party appraiser within five (5) days thereafter, (ii) such appraisers shall mutually select an additional third party appraiser (the “MGP Put Final Appraiser”) within five (5) days of their appointment, and (iii) within five (5) days thereafter, the Executive MGP Put Final Appraiser acting alone shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment render an opinion stating the MGP Fair Market Value of each MGP Member's Units as of the appropriate purchase price by cashier's or certified check payable to date of the Executive or by wire transfer of immediately available funds to an account designated Put Notice (the costs for which shall be paid by the ExecutiveCompany).

Put Option. (a) If the Executive's employment with the Company and its subsidiaries Employment terminates due to the Disability, death or Retirement (such date of termination, the Executive "Put Date"), in either case prior to the earlier of (i) a Public Offering or (ii) a Sale the fifth anniversary of the CompanyGrant Date, for any Units issued 181 days or more prior to the date of termination of employment each of the Executive and the Executive, within 120 days after such date of termination of employment 's Permitted Transferees (or in hereinafter sometimes collectively referred to as the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive "EXECUTIVE GROUP") shall have the right, subject to the provisions of Section 8 5 hereof, for 90 days following the Put Date (or, if the Options are exercised after the Put Date, 90 days following the date of such exercise), to sell to Dairy Holdingsthe Company, and Dairy Holdings the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableGroup, all (but not less than all) of the number of Common Units then held by the Executive and such other number Group at a price per Common Unit equal to the greater of Units held by Fair Market Value (measured as of the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (xTermination Date) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) or Cost for the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as ) of the delivery Common Units and (y) Cost for the remainder of the notice referred Common Units: PROVIDED that in any case the Management Committee shall have the right, in its sole discretion, to in Section 7.1(b))increase any of the foregoing purchase prices. (b) If the Executive Group desires to exercise its option to require Dairy Holdings the Company to repurchase Common Units obtained upon exercise of the Option pursuant to Section 7.1(a4.1 (a), the members of the Executive Group shall send one written notice to Dairy Holdings the Company setting forth the such members' intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Common Units pursuant to Section 7.1(a) within the applicable 90-day period described above, which notice shall specify the number of Units to be sold and shall include the signature signed by each member of the Executive and each Permitted Transferee desiring to sell UnitsGroup. Subject to the provisions of Section 8.15. 1, the closing of the purchase shall take place at the principal office of Dairy Holdings the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executivenotice.

Put Option. (a) If Commencing August 1, 1999 (the Executive's employment with the Company "First Put Date"), and its subsidiaries terminates due to the Disabilitycontinuing for a period of thirty (30) days thereafter, death or Retirement each holder of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive Note shall have the rightright (the "First Put Right") to request that the Company repurchase all, subject to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Units then held by Conversion Shares that are subject to the Executive and such other number Put Option which shall be the entire amount of Units held by the Executive's Permitted Transferees as Note of the Executive may request provided that in Noteholder, (ii) the aggregate such number does not exceed the product of Put Price, and (xiii) the total number of Units date, not earlier than twenty (by class20) collectively held by Trading Days and not later than thirty (30) days after the Executive and all of his Permitted Transferees and First Put Date, on which the Put Option shall be exercised (y) the Applicable Percentage (measured as of the Termination "First Put Exercise Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)"). (b) If Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Executive desires Note shall have a second right (the "Second Put Right") to exercise its option request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to require Dairy Holdings one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase Units pursuant all, but not less than all, of the outstanding Note subject to Section 7.1(athe First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the Executive provisions in subsection (d) below shall send one written notice apply. In the event the Company declines to Dairy Holdings setting forth repurchase the intention of Executive and Permitted Transfereesoutstanding Note subject to the First Put Right and/or Second Put Right, if as applicable, to collectively sell all Units the Note shall remain convertible pursuant to Section 7.1(a) within their terms at the period described above, which notice shall specify the number of Units to be sold and shall include the signature option of the Executive and each Permitted Transferee desiring to sell Units. Subject to holders thereof. (d) Assuming the provisions of Section 8.1Company has delivered a Company Acceptance Notice, the closing of the purchase shall take place at the principal office of Dairy Holdings on the later of First Put Exercise Date or the 30th day after Second Put Exercise Date, as applicable, (i) the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive Purchaser shall deliver to Dairy Holdings duly executed instruments transferring title the Company the Note, properly endorsed, representing the Note subject to units the Put Option, and (ii) the Company shall deliver to Dairy Holdingsthe Purchasers, against payment of in immediately available funds, the appropriate applicable Put Price. The purchase price by cashier's for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or certified check payable to the Executive or by wire transfer Second Put Exercise Date, as the case may be, with interest on each installment at the rate of immediately available funds to an account designated by the Executiveten percent (10%) per annum.

Put Option. (a) If the Executive's employment with the Company Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Dairy HoldingsInvestors, and Dairy Holdings Investors shall be required to --------- purchase (subject to the provisions of Section 8 hereof), on one occasion from --------- the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)); provided that, if Executive holds more than one Class of Units, Executive must exercise his rights under this Section 7.1 on an equal percentage across such Classes. (b) If the Executive desires to exercise its option to require Dairy Holdings Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall -------------- send one written notice to Dairy Holdings Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall -------------- specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the ----------- principal office of Dairy Holdings Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive ----------- shall deliver to Dairy Holdings Investors duly executed instruments transferring title to units to Dairy HoldingsInvestors, against payment of the appropriate purchase price 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.

Put Option. (a) If At any time after the Executive's employment with second anniversary of this agreement but prior to a Public Offering Event, Xx. Xxxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) may elect to require the Company to purchase, for Fair Market Value, up to $1,500,000 in aggregate total value of the Shares owned by Xx. Xxxxxxx. This election may be exercised by providing a 60 days advance written notice (the “Put Notice”) to the Company and its subsidiaries terminates due such election shall be irrevocable, except with respect to purchases of such Shares by the Company pursuant to the Disability, death or Retirement last sentence of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance this Section 2.9(a). Upon receipt of such Units)notice, the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings Company shall be required to purchase such Shares for Fair Market Value within 60 days of such notice; provided, however, that in the event (i) the Company is prohibited from acquiring any such Shares under the terms of any agreement or indenture governing indebtedness of the Company or any of its subsidiaries or (ii) such purchase would directly or indirectly result in a breach of any such agreement or indenture or would otherwise violate applicable law, then the Company shall have no obligation to purchase the shares unless and until such purchase will no longer be subject to the provisions prohibitions or result in the breach or violation as noted above; provided, further, if the Company may acquire such Shares without violation of Section 8 hereof)any such agreements or indentures and in accordance with applicable law, on one occasion then the Company shall provide a 60 days advance written notice to Xx. Xxxxxxx indicating that the Company, to the extent then permissible, will purchase such Shares owned by Xx. Xxxxxxx unless Xx. Xxxxxxx revokes and withdraws his election upon receipt of such notice from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b))Company. (b) If the Executive desires to exercise its option to require Dairy Holdings to repurchase Units The closing for all purchases and sales of such Shares pursuant to this Section 7.1(a), the Executive shall send one written notice to Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to 2.9 will be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office executive offices of Dairy Holdings the Company on the later of the 30th 60th day after the giving of the written notice. The applicable purchase price for such notice and Shares will be paid in cash or by cashier’s check. Xx. Xxxxxxx (or his spouse or heirs, as the date that is 10 business days after the final determination of Fair Market Value. Subject case may be) will cause such Shares to be delivered to the provisions Company at the closing free and clear of Section 8.1all liens, charges or encumbrances of any kind. Xx. Xxxxxxx will take all such actions as the Executive shall deliver Company reasonably requests to Dairy Holdings duly executed instruments transferring vest in the Company title to units to Dairy Holdingssuch Shares free of any lien, against payment of the appropriate purchase price charge or encumbrance incurred by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executivethrough Xx. Xxxxxxx.

Put Option. (a) If the Executive's employment with the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive The Class B Members shall have the right, subject to the provisions of Section 8 hereof, and are hereby granted an option to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that their interests in the aggregate Company (and all, if any, of their debt claims against the Company) to the Class A Members, such number does not exceed option to be exercisable by, and only by, notice (the product of (x“Exercise Notice”) from the total number of Units (by class) collectively held by Class B Members to the Executive and all of his Permitted Transferees and (y) Class A Members at any time on or after the Applicable Percentage (measured as [****] anniversary of the Termination Effective Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If The price to be paid for the Executive desires to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Dairy Holdings setting forth the intention of Executive and Permitted Transfereesinterests and, if applicable, the debt claims of the Class B Members (net of liabilities with respect to collectively sell all Units which the Class A Members and their affiliates are to be released, as described in subsection (c)) shall be the Class B Price. (c) Closing of a sale pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature exercise of the Executive option described in subsection (a) shall occur on the thirtieth (30th) day following the Exercise Notice (or, if such day is not a business day, the next succeeding business day), at the principal place of business of the Company, or at such other time and place as may be mutually agreed upon. At such closing: (i) the Class B Members shall (x) convey all of their interests in the Company, and, if applicable, all of their debt claims against the Company, and (y) warrant that such Members each Permitted Transferee desiring own all right, title and interest in and to sell Unitstheir respective interests, free and clear of all liens and other encumbrances; (ii) the Class A Members shall (x) pay the Class B Members the Class B Price in cash or by certified or cashier’s check and (y) deliver releases of the Class B Members and their affiliates, in form and content satisfactory to the Class B Members (acting reasonably), from all personal liability with respect to all liabilities of the Company from and after the closing and all obligations of the Class B Members and/or their affiliates in respect of the Company’s financing; and (iii) all parties shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction. Subject From and after the date of the Exercise Notice, all such Class B Members’ interests in the Company shall be deemed to have been transferred to the Class A Members without any further action required on the part of any Class B Members and the Class B Members shall have only the right to receive the Class B Price and the releases described above in respect of such interests. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. (d) Should the Class A Members fail timely to close, then, in addition to such other remedies as may be available to Class B Members in the circumstances, then, at all times thereafter, the references in section 2.5 to a majority in interest of the Members shall be replaced with references to a majority in interest of the Class B Members. (e) Each Class B Member hereby appoints each other Member, with power of substitution, as his, her or its attorney-in-fact to execute and deliver all documents appropriate to effect any transaction in substantive compliance with the provisions of Section 8.1this section. The foregoing power of attorney is coupled with an interest and irrevocable. (f) In connection with a transfer pursuant to this section, the closing purchasers may designate another person or persons to acquire the sellers interests in the Company, in which event such other person(s) shall acquire such interests, but no such designation or acquisition shall relieve the purchasers (as determined without regard to this subsection (f) from any obligation under this section. (g) Notwithstanding any other provision of this Agreement to the contrary, the Company shall make no distribution or pay any debt claims of the purchase shall take place at Class B Members during the principal office pendency of Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executiveproceedings under this section.

Put Option. (a) If the Executive's employment with the Company Investors and its subsidiaries terminates due to the DisabilityDisability or death of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, death for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the greater of (1) the Fair Market Value (measured as of the Termination Date) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per Unit shall be the Fair Market Value (measured as of the Termination Date) of such Units. (b) If the Executive's employment with Investors and its subsidiaries terminates due to the Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall shall, have the right, subject to the provisions of Section 8 6 hereof, to sell to Dairy HoldingsInvestors, and Dairy Holdings Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).Section (bc) If the Executive desires to exercise its option to require Dairy Holdings Investors to repurchase Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b), the Executive shall send one written notice to Dairy Holdings Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a5.1(a) or Section 5.1(b) within the period described above, which notice shall specify the number and class of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.16.1, the closing of the purchase shall take place at the principal office of Dairy Holdings Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.16.1, the Executive shall deliver to Dairy Holdings Investors duly executed instruments transferring title to units the Units to Dairy HoldingsInvestors, against payment of the appropriate purchase price 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.

Put Option. (a) If Commencing July 1, 1999 (the Executive's employment with the Company "First Put Date"), and its subsidiaries terminates due to the Disabilitycontinuing for a period of forty-five (45) days thereafter, death or Retirement each holder of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive Note shall have the rightright (the "First Put Right") to request that the Company repurchase all, subject to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and seventeen & 7/10 percent (117.7%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Units then held by Conversion Shares that are subject to the Executive and such other number Put Option which shall be the entire amount of Units held by the Executive's Permitted Transferees as Note of the Executive may request provided that in Noteholder, (ii) the aggregate such number does not exceed the product of Put Price, and (xiii) the total number of Units date, not earlier than twenty (by class20) collectively held by Trading Days and not later than forty-five (45) days after the Executive and all of his Permitted Transferees and First Put Date, on which the Put Option shall be exercised (y) the Applicable Percentage (measured as of the Termination "First Put Exercise Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)"). (b) If Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Executive desires Note shall have a second right (the "Second Put Right") to exercise its option request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to require Dairy Holdings one hundred and twenty & 7/10 percent (120.7%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase Units pursuant all, but not less than all, of the outstanding Note subject to Section 7.1(athe First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the Executive provisions in subsection (d) below shall send one written notice apply. In the event the Company declines to Dairy Holdings setting forth repurchase the intention of Executive and Permitted Transfereesoutstanding Note subject to the First Put Right and/or Second Put Right, if as applicable, to collectively sell all Units the Note shall remain convertible pursuant to Section 7.1(a) within their terms at the period described above, which notice shall specify the number of Units to be sold and shall include the signature option of the Executive and each Permitted Transferee desiring to sell Units. Subject to holders thereof. (d) Assuming the provisions of Section 8.1Company has delivered a Company Acceptance Notice, the closing of the purchase shall take place at the principal office of Dairy Holdings on the later of First Put Exercise Date or the 30th day after Second Put Exercise Date, as applicable, (i) the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive Purchaser shall deliver to Dairy Holdings duly executed instruments transferring title the Company the Note, properly endorsed, representing the Note subject to units the Put Option, and (ii) the Company shall deliver to Dairy Holdingsthe Purchasers, against payment of in immediately available funds, the appropriate applicable Put Price. The purchase price by cashier's for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or certified check payable to the Executive or by wire transfer Second Put Exercise Date, as the case may be, with interest on each installment at the rate of immediately available funds to an account designated by the Executiveten percent (10%) per annum.

Put Option. (a) If the Executive's ’s employment with the Company and its subsidiaries Subsidiaries terminates due to the Disability, Disability or death or Retirement of the Executive prior to the earlier of (i) a an initial Public Offering or (ii) a Sale Change of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units)Control, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 8 5 hereof, for 180 days (the “Put Option Period”) following the date that is six (6) months after the date of such termination of employment of the Executive, to sell to Dairy Holdingsthe Company, and Dairy Holdings the Company shall be required to purchase (subject to the provisions of Section 8 5 hereof), on one occasion from each member of the Executive and his Permitted Transferees, if applicableExecutive’s Group, all (but not less than all) of the number of Units then held by the Executive and such other number Executive’s Group that equals the sum of (i) all Class A-2 Units collectively held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of ’s Group and (xii) the total number of all Vested Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date)Executive’s Group, at a price per unit Unit equal to the Fair Market Value of each Class of such unit Units (measured as of the delivery date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the date of such termination, such Fair Market Value shall be measured as of the notice referred date that is one day following the date that is six months after the date such Units had vested); provided, further, that in any case the Board shall have the right, in its sole discretion, to increase the foregoing purchase price. In order to exercise its rights with respect to the Units pursuant to this Section 4.1(a), the Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by the Executive’s Group in Section 7.1(b))accordance with the terms of the agreements pursuant to which such other units were purchased from the Company. (b) If the Executive Executive’s Group desires to exercise its option to require Dairy Holdings the Company to repurchase Units pursuant to Section 7.1(a4.1(a), the Executive members of the Executive’s Group shall send one written notice to Dairy Holdings the Company setting forth the such members’ intention of Executive and Permitted Transferees, if applicable, to collectively sell all of their Units pursuant to Section 7.1(a) within the period described above4.1(a), which notice shall specify the number of Units to be sold and shall include the signature of each member of the Executive and each Permitted Transferee desiring to sell UnitsExecutive’s Group. Subject to the provisions of Section 8.15.1, the closing of the purchase shall take place at the principal office of Dairy Holdings the Company on a date specified by the Company no later of than the 30th 60th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject notice. (c) Notwithstanding anything herein to the provisions of Section 8.1contrary, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment rights of the appropriate purchase price by cashier's or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated Executive’s Group as set forth in this Section 4.1 shall not in any way be affected by the Executiverights (whether or not exercised) of the Company or the Sponsor as set forth in Section 4.2 below.