Common use of Put Option Clause in Contracts

Put Option. Without prejudice to the other provisions hereof, if any Shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred Shares.

Put Option. Without prejudice to At the other provisions hereofwritten request of any Designated Holder which shall be irrevocable (each, if a "Put Notice") made during any Shareholder of Put Period requesting the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Warrants and/or Nonpublic Warrant Shares held by such Designated Holder, the Company shall promptly give written notice of such request to all other holders of Warrants and/or Nonpublic Warrant Shares notifying such holders of the inclusion of all their Warrants and Nonpublic Warrant Shares in such Put Notice and purchase all the Warrants and/or Nonpublic Warrant Shares specified in such Put Notice and held by any other holder at a of Warrants and/or Nonpublic Warrant Shares other than the Designated Holder who gave such Put Notice (the "Put Option"). Except as set forth in Section 4(e), the Put Option may be exercised on no more than one occasion. The aggregate purchase price per Preferred payable by the Company to all selling holders upon any exercise of the Put Option shall be the product of (A) the aggregate number of Warrants and Nonpublic Warrant Shares and (B) the Put Price (as defined below) (such aggregate amount being the "Aggregate Put Amount"). The Aggregate Put Amount shall be apportioned to each selling holder hereunder in accordance with the aggregate number of the Warrants and Nonpublic Warrant Shares of such holder. The portion of the Aggregate Put Amount payable to each holder shall be reduced by an amount equal to the amount that a holder product of a Preferred Shares would have received in respect (1) the number of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights Warrants of such holder of a Preferred Shares under this Section 11.4. Within fifteen and (152) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, Exercise Price that would have been payable had each such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesWarrant been exercised.

Put Option. Without prejudice Each share of Buyer's Common Stock issued to the other provisions hereofShareholders under this Agreement shall be subject to the right of the Shareholders to require Buyer to redeem such shares, as set forth in this section (the "PUT OPTION"). During any calendar year beginning with 1999 and ending with 2002, a Shareholder may exercise his or her Put Option with respect to up to twenty-five percent (25%) of the shares of Buyer Common Stock received by that Shareholder hereunder by delivering written notice of the exercise thereof to Buyer, specifying the identity of the Shareholder and number of shares to be redeemed. The redemption price for such redeemed shares of Buyer's Common Stock shall be (a) the Average Trading Price, less (b) the amounts, if any any, paid by Buyer to the redeeming Shareholder pursuant to Sections 2.4.2 and 2.4.3 above. For purposes of determining the amounts, if any, previously paid by Buyer to the redeeming Shareholder pursuant to Sections 2.4.2 and 2.4.3, the value of shares of Buyer Common Stock issued to the Shareholder pursuant to such sections shall be as determined under Section 2.4.3. Upon receipt of the Company (original stock certificates representing the “Dissenting Member”) refuses redeemed shares of Buyer's Common Stock or a stock power with respect thereto in form and substance satisfactory to vote Buyer, but in favor no event less than thirty days after the receipt of the Approved Sale redemption notice, Buyer shall pay to the redeeming Shareholder the amounts determined hereunder. If a Shareholder does not fully exercise his or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder her Put Option during any of the Preferred Shares voting in favor of the Approved Sale four calendar years specified above, he or she shall have lose the right to require exercise the Dissenting Member Put Option with respect to purchase such shares in cash up later years. Notwithstanding anything in this Agreement to all the contrary, Buyer and Xx. Xxxxxxxxxx represent and warrant, jointly and severally, that neither the status of the Preferred Shares held shares of Buyer's Common Stock issued as "restricted securities" nor anything else shall interfere with or prevent the exercise by such holder at a price per Preferred Shares equal each Shareholder of his or her rights with respect to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares Put Options granted under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred Shares2.4.4.

Put Option. Without prejudice 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 other provisions hereofTrustee 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 to 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 Redemption Price"). If the Trustee exercises the Put Option with respect to 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 Notes to the Company against payment therefor on the Coupon Reset Date through the facilities of DTC, 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 Shareholder interest therein has the right to consent or object to the exercise of the Trustee's duties under the Put Option. The 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 with respect to an applicable principal amount of the Notes is not exercised or the Call Price with respect to such Notes is not delivered, the Put Option with respect to such Notes shall be deemed exercised by the Trustee without any requirement of notice to or consent of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesHolders.

Put Option. Without prejudice to the other provisions hereof, if any Shareholder shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section Sections 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control)11.3, then, so long as the Majority Preferred Holders Dragging Parties give their written consent, each holder of the a Preferred Share (including holders of Ordinary Shares voting in favor of the Approved Sale that were converted from Preferred Shares) shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares Share equal to the amount that a holder of a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) would have received in respect of a Preferred Shares Share had the Company been sold for cash in the Approved Sale and the full proceeds therefrom available for distribution to the members of the Company were distributed to the members in accordance with Article 8.2(B) (Distribution on Trade Sale) of the Memorandum and Articles. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights the right of such holder of a Preferred Shares under this Section 11.411.5. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 11.5 by such holder of Preferred Shares properly endorsed for transfer, if certificated, plus an executed instrument of transfer and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.411.5, in cash or by other means acceptable to such holder of Preferred Shares.

Put Option. Without prejudice At any time from and after the date which is sixty (60) days prior to the other provisions hereof, if any Shareholder expiration of the Company Facility Term, VMRE shall have a put option (the “Dissenting MemberPut”), pursuant to which VMRE may (but shall not be required to) refuses require Carvana to vote in favor repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Approved Sale or participate Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control)foregoing sentence, then, so long as such failure shall be deemed an Event of Default under the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale Operator Lease and rent shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by accrue under such holder Operator Lease at a price per Preferred Shares rate equal to the amount that Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a holder Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares Property made under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice 3.6, any Ground Sub-Lease related to the Dissenting Member exercising applicable Property shall terminate as of the option created hereby, date of such holder repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of Preferred Shares shall deliver to terminating the Dissenting Member applicable Ground Sub-Lease. In connection with the certificate or certificates representing Preferred Shares to be sold repurchase of the Property under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer3.6, if certificated, and VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesProperty. Article IV.

Put Option. Without prejudice At any time from and after the date which is sixty (60) days prior to the other provisions hereof, if any Shareholder expiration of the Company Facility Term, VMRE shall have a put option (the “Dissenting MemberPut”), pursuant to which VMRE may (but shall not be required to) refuses require Carvana to vote in favor repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Approved Sale or participate Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control)foregoing sentence, then, so long as such failure shall be deemed an Event of Default under the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale Operator Lease and rent shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by accrue under such holder Operator Lease at a price per Preferred Shares rate equal to the amount that Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a holder Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares Property made under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice 3.6, any Ground Sub-Lease related to the Dissenting Member exercising applicable Property shall terminate as of the option created hereby, date of such holder repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of Preferred Shares shall deliver to terminating the Dissenting Member applicable Ground Sub-Lease. In connection with the certificate or certificates representing Preferred Shares to be sold repurchase of the Property under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer3.6, if certificated, and VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesProperty.

Put Option. Without prejudice 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 other provisions hereofTrustee 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 to 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 Redemption Price"). If the Trustee exercises the Put option with respect to 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 Notes to the Company against payment therefor on the Coupon Reset Date through the facilities of DTC, 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 Shareholder interest therein has the right to consent or object to the exercise of the Trustee's duties under the Put Option. The 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 with respect to an applicable principal amount of the Notes is not exercised or the Call Price with respect to such Notes is not delivered, the Put Option with respect to such Notes shall be deemed exercised by the Trustee without any requirement of notice to or consent of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesHolders.

Put Option. Without prejudice to (a) Upon the other provisions hereofconsummation of a Qualified Disposition, if any Shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale MCS shall have the right to require the Dissenting Member to purchase in cash that Holdings repurchase up to all 50% of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder each class of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expenseExecutive Units, including legal fees and expenses, incurred pursuant to the exercise or terms of this Section 1.2(a) (the attempted exercise "Qualified Disposition Put Option"). The purchase price for each Common Unit pursuant to the Qualified Disposition Put Option shall be the price per Unit paid to GTCR in connection with the Qualified Disposition, and the purchase price for each Preferred Unit pursuant to the Qualified Disposition Put Option shall be the lesser of rights (i) the liquidation value of such holder Unit (plus all accrued and unpaid dividends thereon) and (ii) the price per Unit of a Preferred Shares under this Section 11.4such class paid to GTCR in connection with the Qualified Disposition. Within fifteen (15) 30 days after a holder the date of Preferred Shares delivers a the Qualified Disposition, Holdings shall notify MCS of the occurrence of such event and MCS may elect to exercise the Qualified Disposition Put Option by giving written notice to Holdings of such election, setting forth the Dissenting Member exercising number of Common Units and/or Preferred Units to be repurchased by Holdings, within 15 days after the option created herebydate of delivery of Holdings' notice to MCS. The closing of the repurchase pursuant to the Qualified Disposition Put Option shall take place on a date designated by Holdings, but in any event not later than 270 days after the date of the Qualified Disposition. At such holder of Preferred Shares closing, MCS shall deliver to Holdings the Dissenting Member the certificate or certificates representing the Common Units and/or Preferred Shares Units to be sold under this repurchased by Holdings, and, subject to Section 11.4 by such holder of Preferred Shares properly endorsed for transfer1.6 hereof, if certificated, and Holdings shall deliver to MCS the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash such Units by cashier's or by other means acceptable to such holder of Preferred Sharescertified check or wire transfer.

Put Option. Without prejudice to At any time during the other provisions hereofOption Period, if any Shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale Rolling Unitholder shall have the right and not the obligation to require the Dissenting Member to purchase in cash up to sell all of its Units to TSC, on the Preferred Shares held by terms and conditions set forth in this Appendix 1.3 (the “Put Option”). The Rolling Unitholder may request an Option Financial Statement from the Company at any time during the Option Period. If the Rolling Unitholder wishes to exercise the Put Option, then the Rolling Unitholder shall deliver to TSC an Exercise Notice to inform TSC that the Rolling Unitholder is exercising its Put Option. On the date that is 60 days after the Exercise Notice was delivered (the “Put Purchase Date”), the Rolling Unitholder shall sell (the “Put Sale”) its Units to TSC, and TSC shall purchase such holder at Units from the Rolling Unitholder, for a total purchase price per Preferred Shares equal to the amount that a holder Call/Put Buyout Consideration. Concurrently with the Put Sale, TSC and the Rolling Unitholder shall enter into such documents and instruments as shall be reasonably necessary to facilitate the closing of the Put Sale, including, without limitation, documentation of a Preferred Shares would have received in respect surrender of the Units purchased and termination of the Rolling Unitholder’s interest as a Preferred Shares had the Company been sold for cash in the Approved SaleMember. The Dissenting Member Rolling Unitholder and its Indirect Owners shall also reimburse at the closing of any sale consummated pursuant to this subsection (b) of this Appendix 1.3, represent and warrant to TSC that: (i) the Rolling Unitholder has full right, title and interest in and to the Units, (ii) the Rolling Unitholder has all the necessary power and authority and has taken all necessary action to sell such holder Units as contemplated by this subsection (b) of Preferred Shares for this Appendix 1.3, and (iii) such Units are free and clear of any and all reasonable fees and expensemortgages, including legal fees and expensespledges, incurred pursuant to the exercise or the attempted exercise of security interests, options, rights of such holder first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a Preferred Shares result of or under this Section 11.4. Within fifteen (15) days after a holder the terms of Preferred Shares delivers a notice to [the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, Amended and Restated Operating Agreement] and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesSecurities Act.

Put Option. Without prejudice If, prior to the Company’s and its Affiliates’ disposition to one or more Third Parties of all of the Registrable Securities, the Acquiror ceases, for whatever reason, to be publicly traded on the Nasdaq Capital Market, the Company shall have the option to require that the Acquiror (or any successor thereto) repurchase all or any part of the remaining Registrable Securities from the Company and its Affiliates, in cash at the fair market value per share of such Registrable Securities, as determined by a third party appraiser to be selected by the Company and reasonably agreed to by the Acquiror. Such repurchase shall occur five (5) Business Days after the third party appraiser has delivered its valuation report to the Company and the Acquiror; provided, that the Company may notify the Acquiror not later than two (2) Business Days after the delivery of the valuation report that the Company has elected to terminate the Acquiror’s repurchase obligation with respect to the Registrable Securities in question (such notice, the “Cancellation Notice”). In no case shall the Company deliver a notice requiring the repurchase of any Registrable Securities more than once in any six-month period. The Acquiror shall be responsible for the reasonable fees and documented expenses of the third party appraiser except in the case of the Company’s delivery of a Cancellation Notice, in which case the Company shall pay such fees and expenses. The Acquiror agrees that neither it nor any of its Affiliates shall enter into any contract, agreement, indenture or instrument that would prohibit the repurchase transaction contemplated by this Section 5.3(d). The Acquiror and the Company shall cooperate to cause the third party appraisal to be completed as promptly as possible. The Acquiror will, and will cause each of its subsidiaries to, undertake diligent efforts following delivery of such appraisal report to finance the payment of the repurchase so that the repurchase price may be paid in full in cash when due under this paragraph. Such diligent efforts shall include, but not be limited to, pursuing private or public offerings of equity or debt securities, restructuring of the Acquiror’s or any subsidiary’s debt and other provisions recapitalization, and using reasonable best efforts to obtain necessary consent of any lender restricting such repurchase. In the event that, notwithstanding such diligent efforts, the Acquiror is prohibited from purchasing the Registrable Securities in cash as a result of the consent right of Silicon Valley Bank under the Acquiror’s loan agreements as they exist on the date hereof, if then the Company shall have the option, in its sole and absolute discretion, to either (i) rescind the repurchase notice for all or a portion of the applicable shares (including such part as would allow the Acquiror to repurchase the remaining portion), or (ii) require the Acquiror to pay the maximum portion of the price as permitted under such loan agreements, and to pay the balance of the price by issuing to the applicable holders of the Registrable Securities a subordinated promissory note in a form reasonably acceptable to Silicon Valley Bank (or its successor) (prepayable at any Shareholder time, and with a maturity date of three (3) years) in principal amount equal to such portion of the price and in form and substance to be agreed upon in good faith by the Acquiror and the Company (with such note bearing 15% annual interest, compounded daily and with such interest payable monthly, or if less, the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate maximum amount permitted under applicable law); provided that any, in the Approved Sale case of such note, the applicable 15% interest (or lesser amount as permitted under applicable law) shall accrue and be payable on a monthly basis under the terms of this Agreement until such time as the note becomes effective (at which time the interest shall be accrued and payable in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights terms of such holder of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred Sharesnote).

Put Option. Without prejudice to In the other provisions hereof, if event that a Key Holder should sell any Shareholder Key Holder Stock in contravention of the Company co-sale rights of each Investor under Section 2.2 of this Agreement (the a “Dissenting MemberProhibited Transfer”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), theneach Investor, so long in addition to such other remedies as may be available at law, in equity or hereunder, shall have the Majority Preferred Holders give their written consentput option provided below, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each holder of the Preferred Shares voting in favor of the Approved Sale Investor shall have the right to require sell to such Key Holder the Dissenting Member to purchase in cash up to all type and number of the Preferred Shares held by such holder at a price per Preferred Shares shares of Common Stock equal to the amount that a holder number of a Preferred Shares shares each Investor would have received in respect of a Preferred Shares been entitled to transfer to the purchaser under Section 2.2 hereof had the Company Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: The price per share at which the shares are to be sold for cash to the Key Holder shall be equal to the price per share paid by the purchaser to such Key Holder in the Approved Salesuch Prohibited Transfer. The Dissenting Member Key Holder shall also reimburse such holder of Preferred Shares each Investors for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Investor’s rights of such holder of a Preferred Shares under this Section 11.42.4. Within fifteen (15) 90 days after a holder the date on which an Investor received notice of Preferred Shares delivers a notice to the Dissenting Member Prohibited Transfer, such Investor shall, if exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member Key Holder the certificate or certificates representing Preferred Shares the shares to be sold under this Section 11.4 by such holder of Preferred Shares sold, each certificate to be properly endorsed for transfer. Such Key Holder shall, if certificatedupon receipt of the certificate or certificates for the shares to be sold by an Investor, and the Dissenting Member shall pursuant to this Section 4.1, pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in each case, as provided for under this Section 11.44.1(c), in cash or by other means acceptable to such holder of Preferred Sharesthe Investor.

Put Option. Without prejudice to the other provisions hereof, if after the Drag-Along Persons have approved the Drag-Along Transaction, in the event that any Shareholder shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale Drag- Along Transaction or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consentAlong Transaction in violation of Section 3.1, each holder of Drag-Along Person and each other shareholder who votes for and agrees to participate in the Preferred Shares voting in favor of Drag-Along Transaction (the Approved Sale “Consenting Member”) shall have the right, in addition to any other right to seek an injunction, specific performance or other equity relief to prevent breaches of, and/or enforce Section 3.1, to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder Consenting Member at a price per Preferred Shares Share equal to the amount that a holder of a Preferred Shares such Consenting Member would have received in respect of a Preferred Shares Share had the Company been sold for cash in the Approved SaleDrag-Along Transaction and the full proceeds therefrom available for distribution to the members of the Company were distributed to the members. The Dissenting Member shall also reimburse such holder of Preferred Shares Consenting Member for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such rights of such holder of a Preferred Shares Consenting Member under this Section 11.43.2. Within fifteen (15) days after a holder of Preferred Shares Consenting Member delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares Consenting Member shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 3.2 by such holder of Preferred Shares Consenting Member properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.43.2, in cash or by other means acceptable to such holder of Preferred SharesConsenting Member.

Put Option. Without prejudice In order to exercise the other provisions hereofPut Option, if any each exercising Médical Shareholder of the Company or Warrant Holder shall give written notice (the “Dissenting MemberPut Notice”) refuses to vote Holding Corp. Such Put Notice shall specify the date upon which the Put Option will be exercised (the “Put Closing Date”) and include a representation that such Médical Shareholder or Warrant Holder owns all right, title or interest in favor and to the Shareholder Médical Stock or Médical Warrants, as applicable, to be exchanged, free and clear of all mortgages, liens, loans, claims, security interests and other encumbrances, and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation. Upon receipt of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control)Put Notice, thenHolding shall, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder extent it may lawfully do so, exchange such Médical Shareholder’s Shareholder Médical Stock or such Warrant Holder’s Médical Warrants, as applicable, for securities of a Preferred Shares would have received Holding Corp. in respect of a Preferred Shares had the Company been sold for cash in the Approved Salesuch types and amounts as calculated pursuant to Section 2.02. The Dissenting Member shall also reimburse such holder shares of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred Holding Corp. acquired pursuant to the exercise of the Call Option or Put Option hereunder shall not be transferred by the attempted exercise Médical Shareholders or Warrant Holders acquiring such shares except in accordance with the restrictions on transfers of rights shares held by the Stockholders (as defined in the Amended and Restated First Refusal and Co-Sale Agreement, dated as of September 11, 2007 by and among Holding Corp. and the entities listed on Schedules A and B thereto, as amended from time to time (the “First Refusal and Co-Sale Agreement”)), contained in Section 1 of the First Refusal and Co-Sale Agreement. Any purported sale, assignment, pledge, encumbrance or other transfer in violation of the First Refusal and Co-Sale Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such holder shares. In the event that holders of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder at least sixty percent of Preferred Shares delivers a notice the shares of the capital stock of Médical listed on Schedule A hereto elect to exercise the Put Option hereunder, each Médical Shareholder and Warrant Holder agrees to exercise the Put Option with respect to the Dissenting Member exercising the option created hereby, such holder shares of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 Shareholder Médical Stock and Médical Warrants held by such holder of Preferred Shares properly endorsed for transfer, if certificatedMédical Shareholder or Warrant Holder, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable hereby appoints Xxxxxxxxxx Xxxxxxx their respective attorney-in-fact to exercise such holder of Preferred SharesPut Option.

Put Option. Without prejudice to At the other provisions hereofwritten request of any Designated Holder which shall be irrevocable (each, if a "Put Notice") made during any Shareholder of Put Period requesting the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Warrants and/or Nonpublic Warrant Shares held by such Designated Holder, the Company shall promptly give written notice of such request to all other holders of Warrants and/or Nonpublic Warrant Shares notifying such holders of the inclusion of all their Warrants and Nonpublic Warrant Shares in such Put Notice and purchase all the Warrants and/or Nonpublic Warrant Shares specified in such Put Notice and held by any other holder at a of Warrants and/or Nonpublic Warrant Shares other than the Designated Holder who gave such Put Notice (the "Put Option"). Except as set forth in Section 4(e), the Put Option may be exercised on no more than one occasion. The aggregate purchase price per Preferred payable by the Company to all holders upon any exercise of the Put Option shall be the product of (A) the aggregate number of Warrants and Nonpublic Warrant Shares and (B) the Put Price (as defined below) (such aggregate amount being the "Aggregate Put Amount"). The Aggregate Put Amount shall be apportioned to each selling holder hereunder in accordance with the aggregate number of the Warrants and Nonpublic Warrant Shares of such holder. The portion of the Aggregate Put Amount payable to each holder shall be reduced by an amount equal to the amount that a holder product of a Preferred Shares would have received in respect (1) the number of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights Warrants of such holder of a Preferred Shares under this Section 11.4. Within fifteen and (152) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, Exercise Price that would have been payable had each such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred SharesWarrant been exercised.

Put Option. Without prejudice a. Expedia hereby grants to Sabre, an exclusive, irrevocable right, exercisable by Sabre at any time during a Put Window (except for any time during a Put Suspension Period), in the sole discretion of Sabre, to require Expedia (or an Affiliate of Expedia designated by Expedia), pursuant to and subject to the other provisions hereof, if any Shareholder terms of the Company Definitive Documents and subject to Section 3.b of this Agreement, to acquire all right, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances which shall be Excluded Liabilities), except that with respect to any Acquired Assets that are Shared Assets, the parties will agree upon how to continue shared use of such Shared Assets between Expedia and the Travelocity Parties (which may involve transition services, the separation or shared ownership, or the grant of a license from one party to the other), from the Travelocity Parties at an aggregate purchase price equal to the Travelocity Put Purchase Price in effect as of the date of such exercise, subject to the terms and conditions set forth in this Agreement (the “Dissenting MemberPut Option”) refuses ). At the time of negotiating the Definitive Documents, the Parties will negotiate in good faith to vote in favor determine which Assets of the Approved Sale or participate in the Approved Sale in accordance with Section 11.1 (Approved SaleTravelocity Parties will be added on Schedule 1(a) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of the Preferred Shares voting in favor of the Approved Sale shall have the right to require the Dissenting Member to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise terms of rights Section 5 of such holder of a Preferred Shares under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each caseAgreement, as provided well as the allocation of the Acquired Assets as Shared Assets and Acquired Assets, except that in no event shall such Assets include assets of or interests in laxxxxxxxx.xxx XLC or any of its direct or indirect subsidiaries (assuming such assets of laxxxxxxxx.xxx XLC or any of its direct or indirect subsidiaries do not include material Acquired Assets). The Travelocity Parties will not share any Assets for under the purpose of circumventing the terms of this Section 11.4, in cash or Agreement by other means acceptable to making such holder of Preferred SharesAssets “Shared Assets.”

Put Option. Without prejudice (a) Notwithstanding Section 3.01 or any other provision herein to the other provisions 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 "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 "Letter Agreement") among the Ardshiel Affiliates and GEIPPPII, dated as of the date hereof, if any Shareholder 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 Company Ardshiel Affiliates shall have the right (the “Dissenting Member”"PUT RIGHT") refuses to vote cause GEIPPPII to purchase the Ardshiel Stockholders' interests in favor any Equity Securities and Discount Debentures (the "PUT SECURITIES") for a purchase price equal to the lesser of the Approved Sale or participate price set forth in the Approved Sale Ardshiel Proposal and the price determined in accordance with Section 11.1 (Approved Sale) through Section 11.3 (Drag-along Provisions to Control), then, so long as the Majority Preferred Holders give their written consent, each holder of formula set forth in the Preferred Shares voting in favor of the Approved Sale Letter Agreement. GEIPPPII shall have the right to require the Dissenting Member assign such purchase obligation to purchase in cash up to all of the Preferred Shares held by such holder at a price per Preferred Shares equal to the amount that a holder of a Preferred Shares would any Person and GEIPPPII shall have received in respect of a Preferred Shares had the Company been sold for cash in the Approved Sale. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of rights of such holder of a Preferred Shares no obligation under this Section 11.4. Within fifteen (15) days after a holder of Preferred Shares delivers a notice 3.04 subsequent to the Dissenting Member exercising the option created herebySeptember 19, such holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.4 by such holder of Preferred Shares properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.4, in cash or by other means acceptable to such holder of Preferred Shares2005.