Common use of Put Option Clause in Contracts

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested 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 Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company. (b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial Public Offeringan IPO, if Executive’s employment with the Company and its Subsidiaries terminates is terminated (x) due to the death of Executive or is terminated (y) by the Company or any of and its Subsidiaries as a result of the Disability of Executive, then Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Family Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Family Group, all (but not less than all) of the number of Vested Incentive Units then held by Executive’s Family Group that equals all such Vested Incentive Units collectively held by Executive’s Family Group at a price per Unit equal to the Fair Market Value of such Vested Incentive Units (measured as of the date that the relevant election to purchase such Incentive Units is delivered (the “Valuation Repurchase Notice Date”)). In order to exercise its rights with respect to the Vested Incentive Units pursuant to this Section 4.1(a5.1(a), Executive’s Family Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units Incentive Units of the Company held by Executive’s Family Group in accordance with the terms of the agreements pursuant to which such other units Incentive Units were acquired from the Company. (b) If Executive’s Family Group desires to exercise the Put Right, the members of Executive’s Family Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Incentive Units pursuant to to Section 4.1(a5.1 (a), which notice shall include the signature of each member of Executive’s Family Group. Subject to the provisions of Section 5.16.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested 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 Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company. (b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th 45th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries or by Executive as a result of the Disability of Executive’s Disability, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested 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 Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company. (b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th 30th day after the giving of such notice.

Put Option. (a) Prior to [If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries subsidiaries terminates due to the Disability, death of Executive or is terminated by the Company or any of its Subsidiaries as a result Retirement of the Disability Executive prior to the earlier of Executive(i) a Public Offering or (ii) a Sale of the Company, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Executive Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 45 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all a number of Vested Units equal to the product of (but not less than allx) of the Put Percentage and (y) the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group the Executive Group, at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election applicable purchase price determined pursuant to purchase such Units is delivered (the “Valuation Date”)Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Executive Group shall also be required to simultaneously exercise any similar rights it may have with respect sell to any other units the Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on such occasion from each member of the Company Executive Group, a number of Units of each of the other classes of Puttable Units held by Executive’s the Executive Group in accordance with equal to the terms product of (x) the agreements Put Percentage and (y) the number of Units of such class of Puttable Units held by the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to which such other units were acquired from the CompanySection 4.1(c). (b) If Executive’s the Executive Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of Executive’s the Executive Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all the Put Percentage of their Vested each class of Puttable Units held by the Executive Group pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s the Executive Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice. (c) In the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price of any Units subject to purchase under Section 4.1(a) shall be Fair Market Value (measured as of the put notice date); provided that in any case the Board shall have the right, in its sole discretion, to increase any of the foregoing purchase prices. For the avoidance of doubt, no Unvested Units will be subject to purchase under Section 4.1(a) as they will have been forfeited pursuant to Section 2.5(c). (d) Any put or right to require the Company to repurchase Puttable Units that the Executive Group may have in accordance with the terms of the agreements (including, without limitation, any Management Unit Subscription Agreements) pursuant to which such other Units were purchased from or granted by the Company are hereby terminated and of no further force and effect.]5 (e) [Any put or right to require the Company to repurchase Puttable Units that the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive Group”) may have in accordance with the terms of the agreements (including, without limitation, any Management Unit Subscription Agreements) pursuant to which such other Units were purchased from or granted by the Company are hereby terminated and of no further force and effect.]6

Put Option. (a) Prior to the occurrence If Director's service as a member of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries Board terminates due to the Disability or death of Executive Director prior to the earlier of (i) a Public Offering or is terminated by the Company or any of its Subsidiaries as (ii) a result Sale of the Disability of ExecutiveCompany, Executive Director and Executive’s Director's Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s "Director Group”") shall have the right, subject to the provisions of Section 5 hereof, for 180 90 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of Director, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Director Group, all (but not less than all) of the number of Vested Units then held by Executive’s Director Group that equals all Vested the sum of (i) the total number of Class A Units collectively held by Executive’s Group Director Group, at a price per Unit equal to the Fair Market Value applicable purchase price determined pursuant to Section 4.1(c), (ii) the total number of such Preferred Units collectively held by Director Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 4.1(c) and (iii) the product of (x) the total number of Class E Units collectively held by Director Group and (y) the Applicable Percentage (measured as of the date that Termination Date), at a price per Unit equal to the relevant election applicable purchase price determined pursuant to purchase such Units is delivered (the “Valuation Date”)Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Director 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 Executive’s Director Group in accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company. (b) If Executive’s Director Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of Executive’s Director Group shall send one written notice to the Company setting forth such members’ ' intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Director Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice. (c) In the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price of any Unit subject to purchase under Section 4.1(a) shall be Fair Market Value (measured as of the purchase date); provided that in any case the Board shall have the right, in its sole discretion, to increase any of the foregoing purchase prices.

Put Option. (a) Prior to If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the Disability or death of the Executive prior to the earlier of (i) an initial Public Offering or is terminated by (ii) a Change of Control, the Company or any of its Subsidiaries as a result of the Disability of Executive, 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 5 hereof, for 180 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of the Executive’s Group, all (but not less than all) of the number of Vested Units then held by the Executive’s Group that equals the sum of (i) all Class A-2 Units collectively held by the Executive’s Group and (ii) all Vested Units collectively held by the Executive’s Group Group, at a price per Unit equal to the Fair Market Value of each Class of such Units (measured as of the date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the relevant election to purchase date of such termination, such Fair Market Value shall be measured as of the date that is one day following the date that is six months after the date such Units is delivered (had vested); provided that in any case the “Valuation Date”))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 Vested 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 accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company. (b) If the Executive’s Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of the Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of the Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if ExecutiveDirector’s employment with the Company and its Subsidiaries terminates due to the death of Executive Director or is terminated by the Company or any of its Subsidiaries as a result of the Disability of ExecutiveDirector, Executive Director and ExecutiveDirector’s Permitted Transferees (hereinafter sometimes collectively referred to as the “ExecutiveDirector’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of ExecutiveDirector’s Group, all (but not less than all) of the number of Vested Units then held by ExecutiveDirector’s Group that equals all Vested Units collectively held by ExecutiveDirector’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), ExecutiveDirector’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 ExecutiveDirector’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company. (b) If ExecutiveDirector’s Group desires to exercise the Put Right, the members of ExecutiveDirector’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of ExecutiveDirector’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial a Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates Employment is terminated (x) due to the death of Executive or is terminated (y) by the Company or any of and its Affiliates and Subsidiaries as a result of the Disability of Executive, then Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Family Group”) shall have the right, subject to the provisions of Section 5 6 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 6 hereof), on one occasion from each member of Executive’s Family Group, all (but not less than all) of the number of Vested Incentive Units then held by Executive’s Family Group that equals all such Vested Incentive Units collectively held by Executive’s Family Group at a price per Vested Incentive Unit equal to the Fair Market Value of such Vested Incentive Units (measured as of the date that the relevant election to purchase such Incentive Units is delivered (the “Valuation Repurchase Notice Date”)). In order to exercise its rights with respect to the Vested Incentive Units pursuant to this Section 4.1(a5.1(a), Executive’s Family Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units Incentive Units of the Company held by Executive’s Family Group in accordance with the terms of the agreements pursuant to which such other units Incentive Units were acquired from the Company. (b) If Executive’s Family Group desires to exercise the Put Right, the members of Executive’s Family Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Incentive Units pursuant to Section 4.1(a5.1(a), which notice shall include the signature of each member of Executive’s Family Group. Subject to the provisions of Section 5.16.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to the occurrence of the initial Public Offeringan IPO, if Executive’s employment with the Company and its Subsidiaries terminates is terminated (x) due to the death of Executive or is terminated (y) by the Company or any of and its Subsidiaries as a result of the Disability of Executive, then Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Family Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Family Group, all (but not less than all) of the number of Vested Co-Investment Units then held by Executive’s Family Group that equals all Vested such Co-Investment Units collectively held by Executive’s Family Group at a price per Co-Investment Unit equal to the Fair Market Value of such Co-Investment Units (measured as of the date that the relevant election to purchase such Co-Investment Units is delivered (the “Valuation Repurchase Notice Date”)). In order to exercise its rights with respect to the Vested Co-Investment Units pursuant to this Section 4.1(a), Executive’s Family Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units Co-Investment Units of the Company held by Executive’s Family Group in accordance with the terms of the agreements pursuant to which such other units Co-Investment Units were acquired from the Company. (b) If Executive’s Family Group desires to exercise the Put Right, the members of Executive’s Family Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Co-Investment Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Family Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries subsidiaries terminates due to the Disability, death of Executive or is terminated by the Company or any of its Subsidiaries as a result Retirement of the Disability Executive prior to the earlier of Executive(i) a Public Offering or (ii) a Sale of the Company, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Executive Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 90 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all (but not less than all) of the number of Vested Units then held by Executive’s the Executive Group that equals all Vested the sum of (i) the product of (x) the total number of Class B Units collectively held by Executive’s the Executive Group and (y) the Applicable Percentage (measured as of the Termination Date), at a price per Unit equal to the Fair Market Value applicable purchase price determined pursuant to Section 4.1(c) and (ii) the total number of such Class C and Class D Units (measured as of collectively held by the date that Executive Group for which the relevant election performance goals set forth in LLC Agreement have been achieved prior to the termination, at a price per Unit equal to the applicable purchase such Units is delivered (the “Valuation Date”)price determined pursuant to Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Executive 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 Executive’s the Executive Group in accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company. (b) If Executive’s the Executive Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of Executive’s the Executive Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s the Executive Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice. (c) In the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price of any Unit subject to purchase under Section 4.1(a) shall be Fair Market Value (measured as of the purchase date); provided that in any case the Board shall have the right, in its sole discretion, to increase any of the foregoing purchase prices.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if If Executive’s employment with the Company and its Subsidiaries 's Employment terminates due to Disability, death or Retirement (such date of termination, the death "Put Date"), in either case prior to the earlier of a Public Offering or the fifth anniversary of the Grant Date, each of Executive or is terminated by and the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s 's Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s "Executive Group”") shall have the right, subject to the provisions of Section 5 hereof, for 180 90 days following the Put Date (or, if the Options are exercised after the Put Date, 90 days following the date that is 210 days after the Termination Dateof such exercise), to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all (but not less than all) of the number of Vested Common Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s the Executive Group at a price per Common Unit equal to the greater of Fair Market Value of such Units (measured as of the date that Put Date) or Cost for the relevant election to purchase such Units is delivered Applicable Percentage (the “Valuation Date”)). In order to exercise its rights with respect to the Vested 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 measured as of the Company held by Executive’s Group in accordance with the terms Put Date) of the agreements pursuant Common Units and (y) Cost for the remainder of the Common Units; provided that in any case the Management Committee shall have the right, in its sole discretion, to which such other units were acquired from increase any of the Companyforegoing purchase prices. (b) If Executive’s the Executive Group desires to exercise its option to require the Put RightCompany to repurchase Common Units obtained upon exercise of the Option pursuant to Section 4.1(a), the members of Executive’s the Executive Group shall send one written notice to the Company setting forth such members’ ' intention to collectively sell all of their Vested Common Units pursuant to Section 4.1(a)within the applicable 90-day period described above, which notice shall include the signature of be signed by each member of Executive’s the Executive Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to if the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the Disability or death of the Executive prior to the earlier of (i) an initial Public Offering or is terminated by (ii) a Change of Control, the Company or any of its Subsidiaries as a result of the Disability of Executive, 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 5 hereof, for 180 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of the Executive’s Group, all (but not less than all) of the number of Vested Units then held by the Executive’s Group that equals the sum of all Vested Units collectively held by the Executive’s Group Group, at a price per Unit equal to the Fair Market Value of each Class of such Units (measured as of the date of death or such termination; provided, that, respecting any Units that have vested less than six months and one day prior to the relevant election to purchase date of such termination, such Fair Market Value shall be measured as of the date that is one day following the date that is six months after the date such Units is delivered (had vested); provided that in any case the “Valuation Date”))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 Vested 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 accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company. (b) If the Executive’s Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of the Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of the Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. (a) Prior to If the occurrence Director’s service as a member of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries Board terminates due to the Disability or death of Executive the Director prior to the earlier of (i) a Public Offering or is terminated by the Company or any of its Subsidiaries as (ii) a result Sale of the Disability of ExecutiveCompany, Executive the Director, FFI and Executivethe Director’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Director Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 90 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Director, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Director Group, all (but not less than all) of the number of Vested Units then held by Executive’s the Director Group that equals all Vested the sum of (i) the total number of Class A Units collectively held by Executive’s Group the Director Group, at a price per Unit equal to the Fair Market Value applicable purchase price determined pursuant to Section 4.1(c), (ii) the total number of such Preferred Units collectively held by the Director Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 4.1(c) and (iii) the product of (x) the total number of Class E Units collectively held by the Director Group and (y) the Applicable Percentage (measured as of the date that Termination Date), at a price per Unit equal to the relevant election applicable purchase price determined pursuant to purchase such Units is delivered (the “Valuation Date”)Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Director 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 Executive’s the Director Group in accordance with the terms of the agreements pursuant to which such other units were acquired purchased from the Company. (b) If Executive’s the Director Group desires to exercise its option to require the Put RightCompany to repurchase Units pursuant to Section 4.1(a), the members of Executive’s the Director Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s the Director Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice. (c) In the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price of any Unit subject to purchase under Section 4.1(a) shall be Fair Market Value (measured as of the purchase date); provided that in any case the Board shall have the right, in its sole discretion, to increase any of the foregoing purchase prices.