Common use of Put Option Clause in Contracts

Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and XXXX an irrevocable option (the "Put Option"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXX) all, but not less than all, of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and XXXX Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and XXXX, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock in accordance with the Put Option.

Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and XXXX PSIM an irrevocable option (the "Put Option"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXXPSIM) all, but not less than all, of the BCP Common Stock and XXXX PSIM Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX PSIM Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXXPSIM, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX PSIM Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and XXXX PSIM Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX PSIM Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and XXXXPSIM, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX the PSIM Common Stock in accordance with the Put Option.

Put Option. (a) On Subject to Section 3.1 hereof, at any time on and from the terms earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and subject to (2) the conditions set forth hereinoccurrence of a Xxxxxx Insolvency Event, LGII hereby grants to each BCP Entity and XXXX an irrevocable option until the date falling 30 months from the Original Put Option Date (the "Put Option"“Option Period”), exercisable beginning on the sixth anniversary of Holder shall have the Closing Date and ending on right (such right, the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXX) all“Option”), but not less than allthe obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Exchange Shares (which Option may be exercised only with respect any number of times, each time by an Exercise Notice referring to all a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for relevant Put Exercise Percentage of each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice following: (i) ownership of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal Exchange Shares provided to the Osprey Parties and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Exercise Price Date; (as defined ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in Section 2.4). The consideration to be paid for each share of BCP Common Stock connection therewith) obtained or accruing on and XXXX Common Stock shall equal from the Original Put Option Exercise Price divided by Date, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary Exchange Agreement relating thereto in each case as adjusted to take into account differences among themany stock split, if anyreverse stock split, stock dividend, reorganisation or similar event affecting the number of Exchange Shares, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in making Additional BCP Contributionseach case, for the Option Exercise Price. (b) BMAII, as exclusive agent for BCP and XXXX, The Put Exercise Percentage set out in each Exercise Notice shall give LGII written notice of exercise of not exceed the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock in accordance with the Put OptionExercise Percentage Cap.

Put Option. 2.1 If a Qualified IPO has not occurred on or prior to the third anniversary date of the date of Closing (aas defined under the 1st Agreement) On pursuant to the terms and 1st Agreement, each of the Existing Shareholders shall, subject to Clause 2.2 below, have the conditions set forth herein, LGII hereby grants right (but not the obligation) and the option to each BCP Entity and XXXX an irrevocable option put (the "“Put Option"), exercisable beginning on the sixth anniversary ”) to Chairman of the Closing Date CNinsure and ending on the eighth anniversary require Chairman of the Closing Date, to require LGII CNinsure to purchase (and, upon exercise or to cause any of such Put Option in accordance herewith, LGII agrees his Affiliates or to procure any third party to purchase from that Existing Shareholder all of the BCP Entities Shares (“Option Shares”) held by that Existing Shareholder at a purchase price per Share equal to the Option Price pursuant to the provisions of this Agreement. Notwithstanding anything contained herein, Chairman of CNinsure’s maximum aggregate liability in respect of the Consideration under the Put Option to purchase all of the Shares held by Apollo, WSCP and XXXX) allHPC is RMB155,760,000. In consideration of the grant of the Put Option, but not less than alleach of the Existing Shareholders shall pay to Chairman of CNinsure, on exchange of this Agreement, HK$1.00, receipt of which is acknowledged. 2.2 Each of the Existing Shareholders shall have the right to exercise the Put Option at any time between the period commencing on the third anniversary date and expiring on the fifth anniversary date, of the BCP Common Stock and XXXX Common Stock respectively owned by them; date of Closing (as defined under the 1st Agreement) pursuant to the 1st Agreement (“Option Exercise Period”), provided that Apollo may only exercise its right to the Put Option if and only if both WSCP and HPC have exercised their right to the Put Option and that each of WSCP and HPC has received the full amount of the Consideration as defined in Clause 2.6 below. 2.3 Notwithstanding anything contained herein, WSCP and HPC may only exercise their respective right to the Put Option by jointly issuing the Put Option Notice (as defined below). 2.4 To exercise the Put Option, the Existing Shareholder must execute and deliver a written notice to Chairman of CNinsure, the form of which is set out in Schedule 1 (“Put Option Notice”). The Put Option may be exercised only with respect to all at any time during the BCP Common Stock and XXXX Common StockOption Exercise Period, and provided furtherif not exercised, BMAIIthe Put Option will expire automatically at the end of the Option Exercise Period. 2.5 In the event that any Existing Shareholder shall deliver a Put Option Notice to Chairman of CNinsure in accordance with Clause 2.4, then the same shall amount to a binding agreement for that Existing Shareholder to sell the Shares as agent registered and beneficial owner and for Chairman of CNinsure to purchase, to cause his Affiliates to purchase or to procure a third party to purchase all of the Shares of that Existing Shareholder at the Option Price determined in accordance with Clause 2.8 below, on and with effect from Completion, free from all charges, liens, equities, encumbrances, claims or restrictions whatsoever and together with all rights attaching or accruing to the Option Shares and all dividends and distributions declared, made or paid on the Option Shares on or after Completion. 2.6 The consideration payable to each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal to Existing Shareholder who has exercised the Put Option Exercise shall equal the Option Price multiplied by the then number of Shares held by that Existing Shareholder (as defined in Section 2.4“Consideration”). The consideration Consideration payable by Chairman of CNinsure for the purchase of the Shares held by the Existing Shareholder who has delivered a Put Option Notice shall be paid, at the option of that Existing Shareholder in full in US$ in cash or other ways as agreed by the Parties. The maximum Consideration payable by Chairman of CNinsure for the purchase of the Shares held by WSCP and HPC, on one hand, and Apollo, on the other hand, shall be RMB41,300,000 and RMB114,460,000, respectively. The Consideration payable by Chairman of CNinsure for the purchase of the Shares held by Apollo shall only be made upon fulfillment of not less than 70% of the Performance Benchmark for the year 2013 by the Company. Each party to be paid for each share this Agreement shall bear its own costs, charges and expenses incurred in the preparation and Completion of BCP Common Stock this Agreement and XXXX Common Stock shall equal the stamp duty payable on the transfer of the Option Shares. 2.7 The Parties agree to complete the transactions contemplated by the Put Option Exercise Price divided by within 30 days from the aggregate number date of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves Notice and whereupon : (a) Chairman of CNinsure, his Affiliates and/or the third party purchaser (whichever the case maybe) shall deliver to the extent necessary relevant Existing Shareholder a bank draft(s) or cash in the amount of the Consideration payable to take into account differences among them, if any, in making Additional BCP Contributions.that Existing Shareholder and/or other forms of payment as may be agreed by the Parties; (b) BMAII, as exclusive agent for BCP and XXXX, the relevant Existing Shareholder shall give LGII written notice of exercise deliver a certified copy of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise resolution(s) of the Put Option. Subject to board of directors of that Existing Shareholder approving and authorizing the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock Shares held by that Existing Shareholder; (c) if applicable, Chairman of CNinsure’s Affiliates and/or the third party purchaser (whichever the case maybe) shall deliver a certified copy of the resolution(s) of the board of directors of Chairman of CNinsure’s Affiliates and/or the third party purchaser (whichever the case maybe) approving and XXXX Common Stock in accordance with authorizing the Put Optionpurchase of the Shares held by the relevant Existing Shareholder; and (d) instrument(s) of transfer duly executed by all relevant parties. 2.8 For the purpose of this Clause 2, “Option Price” means, a price that is equivalent to the original purchase and/or issuance price of such Share plus an interest over such amount calculated at the rate of 6 percent per annum calculated on a simple interest basis for the period from the acquisition of such Share by the Existing Shareholder to the date of payment of the Consideration.

Put Option. If shares of Company Stock distributed from the Company Stock Fund are not publicly traded when distributed or are subject to a trading limitation when distributed, they shall be subject to a “put option” as follows: (a) On The put option shall be exercised by the terms Participant or a Beneficiary, by any person to whom the Company Stock has passed by gift, and subject by any person (including an estate or a recipient of the estate) to whom the conditions set forth herein, LGII hereby grants to each BCP Entity and XXXX an irrevocable Company Stock passed upon the death of the Participant or Beneficiary (hereinafter the “Holder”). (b) The put option must be exercised during the sixty (the "Put Option"), exercisable 60) day period beginning on the sixth anniversary date the Company Stock is first distributed by the Plan or during the sixty (60) day period that begins one (1) year after such date. The period during which the put option is exercisable shall not include any time when a Holder is unable to exercise the put option because the Company is prohibited from honoring the put option by federal or state law. (c) To exercise the put option, the Holder shall notify the Company in writing that the put option is being exercised. (d) Upon receipt of such notice, the Company shall tender to the Holder within thirty (30) days of exercise the fair market value either in cash or in a combination of cash equal to at least sixteen and two-thirds percent (16-2/3%) of the Closing Date fair market value and ending on the eighth anniversary a promissory note providing payment of the Closing Datebalance in not more than five (5) equal annual installments of principal (that is, to require LGII to purchase 16-2/3% of total fair market value each), with the first installment due one (and, upon 1) year after exercise of such Put Option in accordance herewith, LGII agrees to purchase from and the BCP Entities and XXXXlast annual installment due five (5) all, but not less than all, of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGIIyears after exercise. The aggregate purchase price with respect to all the shares note shall provide for full right of BCP Common Stock and XXXX Common Stock being purchased prepayment without penalty. The interest rate on such promissory note shall be equal to the Put Option Exercise Price (annual rate of interest on twenty-year Treasury constant maturities as defined determined by the U.S. Department of Treasury for the second month preceding the month in Section 2.4)which the promissory note is issued. The consideration to note shall be paid for each share secured by (and only by) a pledge of BCP Common Stock and XXXX Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributionssold. (e) The Trustee shall have the option to cause the Trust Fund to assume the Company’s rights and obligations to acquire Company Stock for cash under the put option. (f) For the purposes of this Section 6.2.7, a “trading limitation” on a security is a restriction under any federal or state securities law, any regulation thereunder, or an agreement effecting the security which would make the security not as freely tradable as one not subject to such restrictions. (g) If the shares of Company Stock were publicly traded and were not subject to a trading limitation when distributed but cease to be so traded during the period described in subsection (b) BMAIIabove, as exclusive agent the Company must notify each Holder in writing within ten (10) days after the shares cease to be so traded that for BCP and XXXX, shall give LGII written notice the remainder of exercise of such period the Put Option no less than 90 nor more than 120 days prior shares are subject to the Business Day specified put option described in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock in accordance with the Put Optionthis Section 6.2.7.

Put Option. At the written request of any Designated Holder which shall be irrevocable (aeach, a "Put Notice") On made during any Put Period requesting the terms Company to purchase all 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 subject to Nonpublic Warrant Shares in such Put Notice and purchase all the conditions set forth herein, LGII hereby grants to each BCP Entity Warrants and/or Nonpublic Warrant Shares specified in such Put Notice and XXXX an irrevocable option held by any other holder 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), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXX) all, but not less than all, of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGIIon no more than one occasion. The aggregate purchase price with respect payable by the Company to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and XXXX Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and XXXX, shall give LGII written notice of selling holders upon any exercise of the Put Option no less than 90 nor more than 120 days prior to shall be the Business Day specified in such notice for exercise product of (A) the aggregate number of Warrants and Nonpublic Warrant Shares and (B) the Put OptionPrice (as defined below) (such aggregate amount being the "Aggregate Put Amount"). Subject The Aggregate Put Amount shall be apportioned to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock 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 OptionAmount payable to each holder shall be reduced by an amount equal to the product of (1) the number of Warrants of such holder and (2) the Exercise Price that would have been payable had each such Warrant been exercised.

Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and XXXX PSIM an irrevocable option (the "Put OptionPUT OPTION"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXXPSIM) all, but not less than all, of the BCP Common Stock and XXXX PSIM Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX PSIM Common Stock, and provided furtherPROVIDED FURTHER, BMAII, as agent for each of the BCP Entities and XXXXPSIM, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX PSIM Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and XXXX PSIM Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX PSIM Common Stock being purchased, provided PROVIDED that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and XXXXPSIM, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX the PSIM Common Stock in accordance with the Put Option.

Put Option. 2.1 If a Qualified IPO has not occurred on or prior to the third anniversary date of the date of Closing (aas defined under the 1st Agreement) On pursuant to the terms and 1st Agreement, each of the Existing Shareholders shall, subject to Clause 2.2 below, have the conditions set forth herein, LGII hereby grants right (but not the obligation) and the option to each BCP Entity and XXXX an irrevocable option put (the "“Put Option"), exercisable beginning on the sixth anniversary ”) to Chairman of the Closing Date CNinsure and ending on the eighth anniversary require Chairman of the Closing Date, to require LGII CNinsure to purchase (and, upon exercise or to cause any of such Put Option in accordance herewith, LGII agrees his Affiliates or to procure any third party to purchase from that Existing Shareholder all of the BCP Entities Shares (“Option Shares”) held by that Existing Shareholder at a purchase price per Share equal to the Option Price pursuant to the provisions of this Agreement. Notwithstanding anything contained herein, Chairman of CNinsure’s maximum aggregate liability in respect of the Consideration under the Put Option to purchase all of the Shares held by Apollo, WSCP and XXXX) allHPC is RMB155,760,000. In consideration of the grant of the Put Option, but not less than alleach of the Existing Shareholders shall pay to Chairman of CNinsure, on exchange of this Agreement, HK$1.00, receipt of which is acknowledged. 2.2 Each of the Existing Shareholders shall have the right to exercise the Put Option at any time between the period commencing on the third anniversary date and expiring on the fifth anniversary date, of the BCP Common Stock and XXXX Common Stock respectively owned by them; date of Closing (as defined under the 1st Agreement) pursuant to the 1st Agreement (“Option Exercise Period”), provided that Apollo may only exercise its right to the Put Option if and only if both WSCP and HPC have exercised their right to the Put Option and that each of WSCP and HPC has received the full amount of the Consideration as defined in Clause 2.6 below. 2.3 Notwithstanding anything contained herein, WSCP and HPC may only exercise their respective right to the Put Option by jointly issuing the Put Option Notice (as defined below). 2.4 To exercise the Put Option, the Existing Shareholder must execute and deliver a written notice to Chairman of CNinsure, the form of which is set out in Schedule 1 (“Put Option Notice”). The Put Option may be exercised only with respect to all at any time during the BCP Common Stock and XXXX Common StockOption Exercise Period, and provided furtherif not exercised, BMAIIthe Put Option will expire automatically at the end of the Option Exercise Period. 2.5 In the event that any Existing Shareholder shall deliver a Put Option Notice to Chairman of CNinsure in accordance with Clause 2.4, then the same shall amount to a binding agreement for that Existing Shareholder to sell the Shares as agent registered and beneficial owner and for Chairman of CNinsure to purchase, to cause his Affiliates to purchase or to procure a third party to purchase all of the Shares of that Existing Shareholder at the Option Price determined in accordance with Clause 2.8 below, on and with effect from Completion, free from all charges, liens, equities, encumbrances, claims or restrictions whatsoever and together with all rights attaching or accruing to the Option Shares and all dividends and distributions declared, made or paid on the Option Shares on or after Completion. 2.6 The consideration payable to each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal to Existing Shareholder who has exercised the Put Option Exercise shall equal the Option Price multiplied by the then number of Shares held by that Existing Shareholder (as defined in Section 2.4“Consideration”). The consideration Consideration payable by Chairman of CNinsure for the purchase of the Shares held by the Existing Shareholder who has delivered a Put Option Notice shall be paid, at the option of that Existing Shareholder in full in US$ in cash or other ways as agreed by the Parties. The maximum Consideration payable by Chairman of CNinsure for the purchase of the Shares held by WSCP and HPC, on one hand, and Apollo, on the other hand, shall be RMB41,300,000 and RMB114,460,000, respectively. The Consideration payable by Chairman of CNinsure for the purchase of the Shares held by Apollo shall only be made upon fulfillment of not less than 70% of the Performance Benchmark for the year 2013 by the Company. Each party to be paid for each share this Agreement shall bear its own costs, charges and expenses incurred in the preparation and Completion of BCP Common Stock this Agreement and XXXX Common Stock shall equal the stamp duty payable on the transfer of the Option Shares. 2.7 The Parties agree to complete the transactions contemplated by the Put Option Exercise Price divided by within 30 days from the aggregate number date of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves Notice and whereupon : (a) Chairman of CNinsure, his Affiliates and/or the third party purchaser (whichever the case maybe) shall deliver to the extent necessary relevant Existing Shareholder a bank draft(s) or cash in the amount of the Consideration payable to take into account differences among them, if any, in making Additional BCP Contributions.that Existing Shareholder and/or other forms of payment as may be agreed by the Parties; (b) BMAII, as exclusive agent for BCP and XXXX, the relevant Existing Shareholder shall give LGII written notice of exercise deliver a certified copy of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise resolution(s) of the Put Option. Subject to board of directors of that Existing Shareholder approving and authorizing the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock Shares held by that Existing Shareholder; (c) if applicable, Chairman of CNinsure’s Affiliates and/or the third party purchaser (whichever the case maybe) shall deliver a certified copy of the resolution(s) of the board of directors of Chairman of CNinsure’s Affiliates and/or the third party purchaser (whichever the case maybe) approving and XXXX Common Stock authorizing the purchase of the Shares held by the relevant Existing Shareholder; and (d) instrument(s) of transfer duly executed by all relevant parties. 2.8 For the purpose of this Clause 2, “Option Price” means, a price that is equivalent to the original purchase and/or issuance price of such Share plus an interest over such amount calculated at the rate of 6 percent per annum calculated on a simple interest basis for the period from the acquisition of such Share by the Existing Shareholder to the date of payment of the Consideration. 2.9 Any of the rights, powers, discretions and consents of WSCP and HPC under this Agreement may be exercised either by its general partner or by the management company authorised from time to time to act on its behalf or by some other Person or Persons nominated by WSCP or HPC, whichever the case maybe, for the time being and such manager or such Person or Persons may enforce such rights directly as if it were a Party to this Agreement. 2.10 Chairman of CNinsure acknowledges that Apollo has on or about the date of this Agreement entered into a Share Mortgage mortgaging or charging all of its Shares in accordance the Company in favor of WSCP and HPC. In the event that WSCP and HPC exercise their rights under the Share Mortgage to enforce against the Shares held by Apollo in the Company, Apollo hereby irrevocably appoints the WSCP and HPC and the persons deriving title under them (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact (i) so as to enable WSCP and HPC to carry out in the name of Apollo all rights and discretions to which Apollo are entitled under this Agreement (including the execution and delivery of any documents and notices that are required under this Agreement to be given and to date, deliver, give full effect to or otherwise complete documents and notices (which are required under this Agreement to be given) which Apollo has executed but undated); and (ii) generally for it and in its name and on its behalf do all acts and things which may be required for the full exercise of all or any of the rights, powers and discretions conferred or which may be deemed to conferred upon Apollo under this Agreement. The power hereby conferred in this Clause 2.10 shall be a general power of attorney and Apollo hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant to this Clause may execute or do. In relation to the power referred to herein, the exercise by WSCP and HPC of such power shall be conclusive evidence of its right to exercise the same. Chairman of CNinsure acknowledges and agrees to the granting of the power by Apollo to WSCP and HPC pursuant to this Clause and the delivery of a Put OptionOption Notice on behalf of Apollo by WSCP and HPC shall be conclusive evidence that WSCP’s and HPC’s power of enforcement has become exercisable in the manner provided in the Share Charge.

Put Option. At the written request of any Designated Holder which shall be irrevocable (aeach, a "Put Notice") On made during any Put Period requesting the terms Company to purchase all 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 subject to Nonpublic Warrant Shares in such Put Notice and purchase all the conditions set forth herein, LGII hereby grants to each BCP Entity Warrants and/or Nonpublic Warrant Shares specified in such Put Notice and XXXX an irrevocable option held by any other holder 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), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXX) all, but not less than all, of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGIIon no more than one occasion. The aggregate purchase price with respect payable by the Company to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and XXXX Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and XXXX, shall give LGII written notice of holders upon any exercise of the Put Option no less than 90 nor more than 120 days prior to shall be the Business Day specified in such notice for exercise product of (A) the aggregate number of Warrants and Nonpublic Warrant Shares and (B) the Put OptionPrice (as defined below) (such aggregate amount being the "Aggregate Put Amount"). Subject The Aggregate Put Amount shall be apportioned to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock 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 OptionAmount payable to each holder shall be reduced by an amount equal to the product of (1) the number of Warrants of such holder and (2) the Exercise Price that would have been payable had each such Warrant been exercised.

Put Option. (a) On Subject to Section 3.1 hereof, at any time on and from the terms earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and subject to (2) the conditions set forth hereinoccurrence of a Xxxxxx Insolvency Event, LGII hereby grants to each BCP Entity and XXXX an irrevocable option until the date falling 36 months from the Original Put Option Date (the "Put Option"“Option Period”), exercisable beginning on the sixth anniversary of Holder shall have the Closing Date and ending on right (such right, the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and XXXX) all“Option”), but not less than allthe obligation, to exercise an option to sell to the Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Exchange Note (which Option may be exercised only with respect any number of times, each time by an Exercise Notice referring to all a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for relevant Put Exercise Percentage of each of the BCP Entities and XXXX, shall have following: (i) the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and XXXX Common Stock being purchased shall be equal Exchange Note provided to the Osprey Parties and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Exercise Price Date; (as defined ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in Section 2.4). The consideration to be paid for each share of BCP Common Stock connection therewith) obtained or accruing on and XXXX Common Stock shall equal from the Original Put Option Exercise Price divided by Date, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary Exchange Agreement relating thereto in each case as adjusted to take into account differences among themany stock split, if anyreverse stock split, stock dividend, reorganisation or similar event affecting the number of Exchange Note, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in making Additional BCP Contributionseach case, for the Option Exercise Price. (b) BMAII, as exclusive agent for BCP and XXXX, The Put Exercise Percentage set out in each Exercise Notice shall give LGII written notice of exercise of not exceed the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock in accordance with the Put OptionExercise Percentage Cap.

Put Option. If they are not publicly traded when distributed or are subject to a trading limitation when distributed, Qualifying Employer Securities distributed hereunder which were acquired with the proceeds of an Exempt Guaranteed Loan shall be subject to a "put option" as follows: (a) On The put option shall be exercised by the terms Distributee (whether the Participant or a Beneficiary), any person to whom the Qualifying Employer Securities have passed by gift from the Distributee and subject by any person (including an estate or a recipient of the estate) to whom the conditions set forth herein, LGII hereby grants to each BCP Entity and XXXX an irrevocable option Qualifying Employer Securities passed upon the death of the Distributee (hereinafter the "Put OptionHolder"), exercisable . (b) The put option must be exercised during the sixty (60) day period beginning on the sixth anniversary date the Qualifying Employer Securities are first distributed by the Plan or during the sixty (60) day period that begins one (1) year after such date. The period during which the put option is exercisable shall not include any time when a Holder is unable to exercise the put option because the Employer is prohibited from honoring the put option by federal or state law. (c) To exercise the put option, the Holder shall notify the Principal Sponsor in writing that the put option is being exercised. (d) Upon receipt of such notice, the Principal Sponsor shall tender to the Holder within thirty (30) days of exercise the fair market value either in cash or in a combination of cash equal to at least sixteen and two-thirds percent (16 2/3%) of the Closing Date fair market value and ending on the eighth anniversary a promissory note providing payment of the Closing Datebalance in not more than five (5) equal annual installments of principal (that is, to require LGII to purchase 16 2/3% of total fair market value each), with the first installment due one (and, upon 1) year after exercise of such Put Option in accordance herewith, LGII agrees to purchase from and the BCP Entities and XXXXlast annual installment due five (5) all, but not less than all, of the BCP Common Stock and XXXX Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and XXXX Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and XXXX, shall have the exclusive authority to deliver notice of such exercise to LGIIyears after exercise. The aggregate purchase price with respect to all the shares note shall provide for full right of BCP Common Stock and XXXX Common Stock being purchased prepayment without penalty. The interest rate on such promissory note shall be equal to the Put Option Exercise Price prime rate (the base rate on corporate loans at large United States money center commercial banks) as defined published for the last business day of the calendar month preceding the calendar month in Section 2.4which the loan is granted by The Wall Street Journal in its Money Rates column or any comparable successor rate so published plus one percent (1%). If the prime rate is published as a range of rates, the highest prime rate in the range shall be used. The consideration to note shall be paid for each share secured by (and only by) a pledge (or its equivalent) of BCP Common Stock and XXXX Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and XXXX Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributionssold. (e) The Administrative Committee shall have the option to cause the Plan to assume the Employer's rights and obligations to acquire Qualifying Employer Securities under the put option. If the Plan issues a promissory note for payment, such note shall be guaranteed by the Employer and shall meet the requirements of an Exempt Loan. (f) For the purposes of Section 7.9.2(d) and Section 7.9.1(c), in the case of a transaction between the Plan and a disqualified person, fair market value must be determined as of the date of the transaction. In all other cases, fair market value shall be determined as of the most recent Annual Valuation Date. (g) For the purposes of Section 7.9.2, a "trading limitation" on a security is a restriction under any federal or state securities law, any regulation thereunder, or an agreement affecting the security which would make the security not as freely tradable as one not subject to such restrictions; provided, however, that the right of first refusal provided under Section 7.8.2 shall not be considered to be a trading limitation. (h) If the Qualifying Employer Securities were publicly traded and were not subject to a trading limitation when distributed but cease to be so traded during the period described in paragraph (b) BMAIIabove, as exclusive agent the Employer must notify each Holder in writing within ten (10) days after the Qualifying Employer Securities cease to be so traded that for BCP and XXXX, shall give LGII written notice the remainder of exercise of such period the Put Option no less than 90 nor more than 120 days prior Qualifying Employer Securities are subject to the Business Day specified put option described in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and XXXX Common Stock in accordance with the Put Optionthis Section 7.9.2.