Common use of Put Option Clause in Contracts

Put Option. (a) Commencing August 1, 1999 (the "First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. (a) Commencing August July 1, 1999 (the "First Put Date"), and continuing for a period of thirty forty-five (3045) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen seventeen & 8/10 7/10 percent (118.8117.7%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty forty-five (3045) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 7/10 percent (120.8120.7%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. (a) Commencing August 1N▇▇▇ hereby grants to M▇ ▇▇▇▇▇▇ one or more options (each a “Put Option” and collectively the “Put Options” and, 1999 (collectively with the "First Put Date")Call Option, the “Options”) to sell to NICK, and continuing to compel N▇▇▇ to purchase from M▇ ▇▇▇▇▇▇, the Put Shares for a period of thirty the Purchase Price pursuant to the following terms and conditions: (30i) days thereafter, each holder of the Note The Put Options shall have the right (the "First Put Right") to request that the Company repurchase all, but become exercisable on not less than all, ninety (90) days prior written notice by M▇ ▇▇▇▇▇▇ to N▇▇▇ (a “Put Option Notice”) at any time following the fifth anniversary of the Note outstanding Closing Date and prior to the fifteenth anniversary of the Closing Date (the "“Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"Period”), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the following conditions: (A) If M▇ ▇▇▇▇▇▇ is terminated for Cause (as defined in his Employment Agreement (as defined in the SPA), as then in effect), M▇ ▇▇▇▇▇▇ shall not have any right to exercise any Put Option, or otherwise take any action that would result in an Option Closing, during the period commencing on the date of such termination through and including the date that is the one-year anniversary of such date of termination. (B) M▇ ▇▇▇▇▇▇ shall not have any right to exercise any Put Option, or otherwise take any action that would result in an Option Closing, if as a result of such Option Closing M▇ ▇▇▇▇▇▇ would no longer own at least 158 shares of Common Stock of Amplex Holdings, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, until: (1) if M▇ ▇▇▇▇▇▇ has ceased to serve as the Chief Executive Officer of Amplex or will cease to serve as the Chief Executive Officer of Amplex as of the Option Closing, the earlier of (x) the date a successor acceptable to the Board of Directors of NICK or Amplex, as determined by N▇▇▇ (the “Board”), has been appointed to serve as the Chief Executive Officer (or interim Chief Executive Officer of Amplex or substantially similar title) or (y) the date that is eighteen (18) months after the date M▇ ▇▇▇▇▇▇ ceased to serve as the Chief Executive Officer of Amplex. (2) if M▇ ▇▇▇▇▇▇ continues to serve as the Chief Executive Officer of Amplex, the date the Board has identified a presumptive successor Chief Executive Officer of Amplex. (C) So long as M▇ ▇▇▇▇▇▇ is the Chief Executive Officer of Amplex from the Closing Date through the fifth anniversary of the Closing Date, the Put Options are only exercisable during the Put Period if the EBITDA Performance Metric has been achieved. (D) If M▇ ▇▇▇▇▇▇ ceases to serve as the Chief Executive Officer of Amplex at any time prior to the fifth anniversary of the Closing Date, the EBITDA Performance Metric condition shall not apply to exercise a Put Option. (E) M▇ ▇▇▇▇▇▇ may exercise the Put Options one or more times during the Put Period; provided, that M▇ ▇▇▇▇▇▇ may only exercise a Put Option which shall be once per twelve month period and for no less than 1,000 shares of Common Stock of Amplex Holdings (subject to adjustment for any stock split, stock dividend, recapitalization, merger, consolidation, or similar event) per exercise or, if less than 1,000 shares then remain, all the entire amount of the Note of the Noteholder, Put Shares that then remain in their entirety. (ii) The aggregate purchase price for the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Shares upon exercise of a Put Option shall be exercised (the "First Put Exercise Date")Purchase Price. (biii) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder The Put Option Notice shall include M▇ ▇▇▇▇▇▇’▇ good faith calculation of the Note shall have a second right Purchase Price, along with supporting documentation used in preparation of the calculation of the Purchase Price. If NICK disputes (the "Second Put Right"A) to request that the Company repurchase allEBITDA Performance Metric has been achieved, but not less than allif applicable, (B) the satisfaction of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent conditions set forth in Section 3.02(a)(i), or (120.8%C) the calculation of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to Purchase Price included in the Put OptionOption Notice, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than then NICK shall within twenty (20) days and not later than thirty (30) days on which of receipt of the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such Notice provide written notice, deliver including supporting documentation and with reasonable detail, to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice M▇ ▇▇▇▇▇▇ of its agreement (I) determination as to effect such repurchase (a "Company Acceptance Notice")whether or not the EBITDA Performance Metric has been achieved, the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as if applicable, (iII) determination as to whether or not the Purchaser applicable condition has been satisfied, or (III) calculation of the Purchase Price (the “Put Dispute Notice”). During such twenty (20) day period, M▇ ▇▇▇▇▇▇ shall deliver respond to the Company the Noteany questions NICK, properly endorsed, representing the Note subject to its accountants and other advisors may have regarding the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annumOption Notice.

Put Option. (a) Commencing August 1Unless all of the Family Group Shares and all rights attached thereto have been transferred to a Third-Party Transferee pursuant to Articles 5.3 or 5.5 and the Family Group no longer has any direct or indirect equity interest in the Company, 1999 the Quiksilver Shareholders irrevocably promise to the Family Group that they shall buy, at the Family Group's request, all of the Family Group Shares (the "First Put DatePUT OPTION"), and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date")in accordance with this Article 5.6. (b) Commencing October 1The Put Option thus granted may be exercised by the Family Group if no Notice of Tag-Along and no Notice of Family Group RFR has been previously delivered, 1999 (i) in the event of a continued failure by Quiksilver to perform any of its obligations under this Agreement or the Pledge of Quiksilver Shareholder Shares, and continuing for (ii) as of the expiration date of a period of thirty four (304) days thereafter, each holder years and six (6) months after the date of the Note shall have a second right this Agreement (the "Second Put Right") to request that the Company repurchase allPUT OPTION EXERCISE DATE" and, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"events listed in (i), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- "PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise DateOPTION EVENT"). (c) Upon receipt by The Family Group may only exercise the Company Put Option once and only for all of the Family Group Shares (and not for a portion of them) at any time during the period beginning on the occurrence of a notice exercising Put Option Event and ending on the First date that no Put Right and/or Second Option Event is continuing. If the relevant Put RightOption Event is the occurrence of the Put Option Exercise Date, the Company shallPut Option may be exercised at any time after the Put Option Exercise Date and no later than thirty (30) months after that date. The Put Option shall become null and void if it has not been previously exercised, within two (2i) days of receipt of such notice, deliver to each holder on the date of the Note exercising Notice of Call, or (ii) at the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, end of the outstanding Note subject thirty (30) months period referred to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereofhereinabove. (d) Assuming If the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver Family Group wishes to the Company the Note, properly endorsed, representing the Note subject to exercise the Put Option, and it shall notify Quiksilver of its intent to do so (iithe "NOTICE OF PUT") the Company shall deliver to the Purchasers, in immediately available funds, during the applicable Put Price. The purchase price for any Put Right shall be paid exercise period in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.manner set forth in Article

Put Option. If the OPA Commencement Date does not occur within ninety (a) Commencing August 1, 1999 (the "First Put Date"), and continuing for a period of thirty (3090) days thereafterfollowing the date hereof, each holder of the Note Company and its Subsidiaries shall have the right (right, but not the "First Put Right") obligation, to request that sell to the Purchaser and the Purchaser shall have the obligation to buy from the Company repurchase alland its Subsidiaries, all (but not less than all, of ) the Note outstanding Banagricola Shares at the Put Option Purchase Price Per Share (the "Put Option") at a price equal ). The Company and its Subsidiaries shall notify in writing the Purchaser of their decision to one hundred and eighteen & 8/10 percent (118.8%) of exercise the principal amount thereof, plus accrued and unpaid interest thereon Put Option (the "Option Notice") and shall set forth in such Option Notice a Business Day, which shall be no earlier than five (5) days and no later than fifteen (15) days from the date the Option Notice is deemed received pursuant to Section 14, for the simultaneous transfer of title of the Banagricola Shares to the Purchaser and the payment of the Put Price"), by delivering Option Purchase Price Per Share to the Company a written notice specifying and its Subsidiaries (i) such date, as notified in the number Option Notice or the actual date on which the transfer of Conversion title to the Purchaser and the payment of the Purchase Price Per Share to the Company and its Subsidiaries occurs, if different, the "Put Option Closing Date"). The transfer of the Banagricola Shares that are subject by the Company and its Subsidiaries to the Purchaser on the Put Option which Closing Date shall be the entire amount made free and clear of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date")any Liens. (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. (a) Commencing August 1, 1999 (the "First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen nineteen & 8/10 3/10 percent (118.8119.3%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty one & 8/10 3/10 percent (120.8121.3%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. 4.1 Upon completion of the IR Cash Closing (a) Commencing August 1, 1999 (the "First Put Date"“Option Trigger”), and continuing for a the Option Holder shall until 10 (ten) years or such extended period of thirty time as may be mutually agreed between the Option Holder, the Acquirer and the Identified Holder, have an individual right (30but not an obligation) days thereafterwith respect to itself to require the Identified Holder to purchase such number of Option Shares held by the Option Holder as may be mentioned in the Put Option Notice and in such manner as set out under this Clause 4 (“Put Option”). It is clarified that upon Option Trigger, each holder of the Note Option Holder shall have the right to exercise her Put Option any number of times, without any restrictions on maximum or minimum number of Option Shares that may be required to be sold at each instance that the Put Option is exercised. The Put Option right of the Option Holder shall cease upon sale of all the Option Shares held by the Option Holder. 4.2 The Put Option may be exercised by the Option Holder by providing a notice in writing (the "First “Put Right"Option Notice”) to request that the Company repurchase all, but not less than all, Identified Holder at any time after the occurrence of the Note outstanding (the "Option Trigger. The Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying Option Notice shall specify (i) the number of Conversion Option Shares that are subject the Option Holder wishes to the sell (“Put Option which shall be the entire amount of the Note of the Noteholder, Shares”); (ii) the aggregate manner in which the Option Holder would like to exercise her Put Price, and Option (i.e. by way of Option 1 or Option 2); (iii) the datenumber of Relevant Shares that are required to be sold (determined based on the Exchange Ratio) by the Identified Holder, not earlier than twenty either: (20a) Trading Days to the Option Holder (in case of Option 1); or (b) on the New York Stock Exchange or any other stock exchange as may be applicable (in case of Option 2) (“Sale Shares”); and not later than thirty (30iv) days the bank account details of the Option Holder for the transfer of the Put Shares Consideration (in case of Option 2). 4.3 For every 1 Option Share proposed to be sold to the Identified Holder, 2.05879 Relevant Shares shall be sold by the Identified Holder in the manner set out in this Clause 4 either: (a) to the Option Holder in case of Option 1; or (b) on the New York Stock Exchange or any other stock exchange as may be applicable, in case of Option 2 (“Exchange Ratio”). The Exchange Ratio maybe adjusted to account for any increase or decrease in Relevant Shares due to share split, consolidation, bonus issuance and/or recapitalisation. Further, in the event the Option Holder acquires any additional shares in the Target after the First Put DateExecution Date in excess of the Option Shares, on which the Exchange Ratio will be adjusted in a manner mutually agreed in writing between the Identified Holder and the Option Holder. Upon exercise of the Put Option pursuant to Clause 4.2, the number of Relevant Shares required to be sold by the Identified Holder basis the Exchange Ratio, may be rounded off to the nearest whole number at the discretion of the Option Holder. 4.4 The Identified Holder agrees that the issuance of a Put Option Notice pursuant to Clause 4.2 shall constitute a valid and binding agreement between the Option Holder and the Identified Holder. 4.5 Subject to Clause 4.6 below, the Put Option may, subject to Applicable Law, be exercised by the Option Holder through either of the following methods, at her sole discretion: 4.5.1 By way of a swap mechanism wherein the Option Holder shall after taking necessary approvals from the RBI (as applicable), transfer the "First Put Exercise Date"Shares to the Identified Holder, in consideration for the Sale Shares, in accordance with the provisions of Clause 4.7 of this Agreement (“Option 1”); or 4.5.2 By way of cash by requiring the Identified Holder to sell the Sale Shares on the New York Stock Exchange or any other stock exchange as may be applicable, to facilitate the purchase of the Put Shares from the Option Holder such that the Put Shares Consideration receivable by the Option Holder for sale of the Put Shares is in compliance with the provisions of Applicable Law in India, including FEMA, in accordance with the provisions of Clause 4.10 of this Agreement (“Option 2”). (b) Commencing October 14.6 Subject to Clause 4.6.1 below, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") Option Holder is free to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering exercise either Option 1 or Option 2 without any limitations in relation to the Company a written notice specifying Option Shares. For avoidance of doubt, it is clarified that an Option Holder may choose to transfer some portion of her Option Shares (i) the number of Conversion Shares that are subject to being the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which Shares as set out in the Put Option Notice) by way of Option 2 while choosing to exercise her right to transfer the balance portions of the Option Shares (either in single or multiple tranches) by way of Option 1 and vice versa, after repeating the Put Option process set out in this Clause 4, in each instance. 4.6.1 The Identified Holder shall not be entitled to sell any of the Relevant Shares held by it until the expiry of June 30, 2022 (the “Lock-up Period”), and if requested by Acquirer, Identified Holder shall sign a lock-up agreement in reasonable format agreed between the SPAC and Identified Holder. Accordingly, the Option Holder shall not be entitled to exercise her Put Option pursuant to Option 2 under this Agreement until the expiry of the Lock-up Period. Upon the expiry of the Lock-up Period, the Option Holder shall be exercised (the "Second entitled to exercise her Put Exercise Date")Option under Option 2 without any restrictions whatsoever. (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. (a) Commencing August 1Quiksilver irrevocably promises to the Family Group that it shall buy, 1999 at the Family Group's request, all of the Family Group Shares (the "First Put DatePUT OPTION"), and continuing for a period of thirty (30) days thereafter, each holder of in accordance with the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date")terms defined in this Article 5. (b) Commencing October 1The Put Option thus granted may be exercised by the Family Group (i) in the event of a continued failure by Quiksilver to perform any of its obligations under this Agreement or the Pledge of Quiksilver Shares, 1999 and continuing for (ii) as of the expiration date of a period of thirty five (305) years and fifteen (15) days thereafter, each holder after the date of the Note shall have a second right this Agreement (the "Second Put Right") to request that the Company repurchase allPUT OPTION EXERCISE DATE" and, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"events listed in (i), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- "PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise DateOPTION EVENT"). (c) Upon receipt by The Family Group may only exercise the Company Put Option once and only for all of the Family Group Shares (and not for a portion of them) at any time during the period beginning on the occurrence of a notice exercising Put Option Event and ending on the First date that no Put Right and/or Second Option Event is continuing. If the relevant Put RightOption Event is the occurrence of the Put Option Exercise Date, the Company shall, within two Put Option may be exercised at any time after the Put Option Exercise Date and no later than seventy-five (275) days of receipt of such noticeafter that date. The Put Option shall become null and void if it has not been previously exercised, deliver to each holder (i) on the date of the Note exercising Notice of Call, or (ii) at the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, end of the outstanding Note subject seventy-five-day (75-day) period referred to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereofhereinabove. (d) Assuming If the Company has delivered Family Group wishes to exercise the Put Option, it shall notify Quiksilver of its intent to do so (the "NOTICE OF PUT") during the applicable exercise period in the form set forth in Article 7.5(a). Quiksilver shall have a Company Acceptance Notice, on period of fifteen (15) days from receipt of the First Notice of Put Exercise Date or in order to notify the Second Put Exercise Date, as applicable, Family Group of either (i) the Purchaser shall deliver to amount of the Company the Note, properly endorsed, representing the Note subject to Exercise Price of the Put Option, and or (ii) of Quiksilver's desire to exercise the Company Call Option, rather than to allow the Family Group to exercise the Put Option. The Notice of Put shall deliver constitute an irrevocable commitment on the part of the Family Group to sell the PurchasersFamily Group Shares to Quicksilver or to any party designated by Quicksilver, in immediately available fundswhich Quicksilver accepts. (e) If, pursuant to section (ii) of paragraph (d) hereinabove, Quiksilver should exercise the Call Option within fifteen (15) days from the receipt of the Notice of Put pursuant to paragraph (d) hereinabove, the applicable Put Price. The purchase price for any Put Right Family Group shall be paid in four sell the Family Group Shares to Quiksilver, who shall acquire them from the Family Group within thirty (430) equal monthly installments on days of the last Business Day Notice of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise DatePut, as the case may be, with interest on each installment at the rate Exercise Price of ten percent the Call Option. (10%f) per annumIf Quiksilver should fail to exercise the Call Option within fifteen (15) days of the Notice of Put, the Family Group shall sell the Family Group Shares to Quiksilver, who shall acquire them from the Family Group within thirty (30) days of the Notice of Put, at the Exercise Price of the Put Option.

Put Option. In the event and to the extent that (ai) Commencing August 1the ▇▇▇▇▇▇▇ Group shall timely exercise the Purchase Option in accordance with Section 1 above, 1999 and (ii) the First and Second Call Option Periods shall have expired without the Recovery Group having purchased up to the 23,809,524 Option Shares at the First or Second Call Option Price, whichever is applicable, from the ▇▇▇▇▇▇▇ Group, to the extent that the ▇▇▇▇▇▇▇ Group shall continue to own of record any Option Shares, during the five (5) month period commencing July 31, 2010 and ending December 31, 2010 (the "First Put DateOption Period"), and continuing for a period of thirty (30) days thereafter, each holder of the Note ▇▇▇▇▇▇▇ Group shall have the irrevocable right and option, but not the obligation (the "First Put RightOption") to request sell to Rineon Group, Inc., a Nevada corporation ("Rineon") and, by its execution of this Agreement, Rineon shall be obligated to purchase, for a purchase price of $0.25 per Option Share (the "Put Option Price"), all and not less than all of the remaining Option Shares owned by the ▇▇▇▇▇▇▇ Group during the Put Option Period. Unless otherwise agreed by ▇▇▇▇▇▇, the Put Option may be exercised on only one occasion during the Put Option Period, and may be exercised by written notice given by the ▇▇▇▇▇▇▇ Group to Rineon (the "Put Option Notice"). In the event and to the extent that the Company repurchase ▇▇▇▇▇▇▇ Group shall timely exercise the Put Option, Rineon shall pay to the ▇▇▇▇▇▇▇ Group in cash or by wire transfer of immediately available funds an amount equal to the number of Option Shares required to be purchased upon exercise of the Put Option multiplied by the Put Option Price per share, within ten (10) Business Days after the ▇▇▇▇▇▇▇ Group's delivery of the Put Option Notice to Rineon of exercise of the Put Option. Upon receipt of the foregoing payment, the ▇▇▇▇▇▇▇ Group shall deliver to Rineon stock certificates evidencing all, but and not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) Option Shares being purchased upon exercise of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the such Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date")duly endorsed for transfer to Rineon. (c) Upon receipt by the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.

Put Option. (a) Commencing August 1, 1999 1.1 The Purchaser hereby irrevocably commits to acquire from the Seller the Sale Securities in accordance with the terms and subject to the conditions set forth in the SPA (the "First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "“Put Option") at a price ”). The consideration to be paid by the Purchaser to the Seller for the Sale Securities in accordance with the terms of and subject to the conditions set forth in the SPA if the Put Option is exercised shall be equal to one hundred and eighteen & 8/10 percent (118.8%) the Consideration. 1.2 By countersigning this Deed, the Seller accepts the Put Option solely as an option without any undertaking to exercise it. 1.3 The Put Option shall remain valid until the earlier of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares date that are subject to the is ten (10) Put Option which shall be Business Days after completion of both the entire amount Consultation Process and the Employee Notification Process (as such terms are defined below) in accordance with the terms of the Note of the Noteholder, this Deed; and (ii) the aggregate expiry of a twelve (12) month period from the date hereof (the “Option Period”). 1.4 The Put PriceOption may be exercised at any time until the end of the Option Period by written notice in the form attached hereto as Schedule 2 sent by the Seller to the Purchaser in accordance with the provisions of clause 15.15 of the SPA (the "Exercise Notice”). 1.5 If no Exercise Notice has been sent by the end of the Option Period, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall automatically lapse without any action on the part of any party to this Deed, and each party shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 released from its obligations under this Deed and continuing for a period of thirty (30) days thereafter, each holder of the Note no party shall have a second right (any claim against the "Second Put Right") other under it with no costs, indemnity or penalties of any kind payable to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively or by any party save as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, set out in paragraphs 3.8 and 3.9 (as applicable); or (ii) in the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the Put Option shall be exercised (the "Second Put Exercise Date"). (c) Upon receipt by the Company case of a notice exercising prior breach of this Deed (other than a breach of paragraphs 4, 5, 6 and 7) and save for the First Put Right and/or Second Put Rightprovisions of paragraphs 10, 11, 12 and 13 which shall continue to apply in accordance with their terms. For the Company shallavoidance of doubt, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In in the event that the Company delivers notice Seller Termination Payment is payable in accordance with the terms of its agreement to effect such repurchase (a "Company Acceptance Notice")this Deed following the lapse of this Deed in accordance with this paragraph 1.5, the provisions in subsection (d) below of paragraph 8 shall apply. In continue to apply until the event Seller Termination Payment has been made. 1.6 If an Exercise Notice has been sent by the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option end of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, Option Period: (i) the Purchaser shall deliver hereby irrevocably and unconditionally undertakes to (A) sign and enter into the Company SPA within five (5) Put Option Business Days from the Notereceipt of the Exercise Notice, properly endorsed, representing and in any event to (B) acquire the Note Sale Securities from the Seller in accordance with the terms and subject to the Put Optionconditions set forth in the SPA, and (ii) the Company shall deliver Seller hereby irrevocably and unconditionally undertakes to sign and enter into the Purchasers, in immediately available fundsSPA within five (5) Put Option Business Days from the receipt of the Exercise Notice. 1.7 The Purchaser hereby acknowledges that by countersigning this Deed, the applicable Put Price. The purchase price for Seller will not be bound by any Put Right shall be paid obligation of any nature whatsoever in four (connection with the Transaction other than the Seller’s obligations under paragraphs 3, 4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be5, with interest on each installment at the rate of ten percent (7, 8 and 10%) per annum.

Put Option. (i) As from the time of the Delisting; and (ii) in the event the Commercial Agreement is terminated: (a) Commencing August 1by the Company unilaterally without cause; or (b) by the Investor for cause or in the circumstances described in “Clause 11 – Termination”, 1999 (the "First Put Date"), and continuing for a period of thirty (30) days thereafter, each holder item 11.1.5 of the Note Commercial Agreement, then the Investor shall have the right right, but not the obligation, to sell to the Company, and the Company shall have the obligation to buy from the Investor, at the Put Option Price, the Shares held by the Investor (the "First “Put Right"Option”). 7.1.4.1. The Investor shall exercise its Put Option set forth in Section 7.1.4. above by delivering a written notice (“Put Option Notice”) to request that the Company repurchase on any date within 30 days as from (and including) the date on which the Commercial Agreement is terminated after a Delisting. The Put Option Notice shall include all, but and not less than all, of Shares the Note outstanding Investor owns in the Company (“Put Option Shares”) as well as the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) bank data of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering Investor’s account to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option Price shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder paid. The closing of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, sale and purchase of the Note outstanding at a price equal Put Option Shares pursuant to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the such Put Option shall be exercised held at the Company’s headquarters or at another location agreed by the Parties within 60 (the "Second Put Exercise Date"). (csixty) Upon days from receipt by the Company of a notice exercising the First Put Right and/or Second Put RightOption Notice. On such closing date, the Investor shall Transfer to the Company shall(or to any designee) the Put Option Shares, within two free and clear of any Liens, and the Company (2) days of receipt of or any such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Rightdesignee, as applicable, a notice stating whether ) shall pay the Company agrees to repurchase all, but not less than all, of the outstanding Note subject Put Option Price per share attributable to the First Put Right or Second Option Shares by wire transfer of immediate available funds to the bank account indicated at the Put Right, as applicableOption Notice by the Investor. 7.1.4.2. In the event that the Company delivers notice of its agreement fails to effect such repurchase comply with this Section 7.1.4 (a "Company Acceptance Notice")including, the provisions without limitation, in subsection (d) below shall apply. In the event circumstances where the Company declines to repurchase is prohibited by Applicable Laws or impecuniosity from complying herewith in the outstanding Note subject aforementioned 60-day period) then the Controlling Shareholders shall jointly and severally, on written demand of the Investor purchase and pay, at the Put Option Price per share, such Put Option Shares from the Investor in lieu of the Company to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming extent that the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver failed to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annumdo so.

Put Option. (a) Commencing August From and after January 1, 1999 2001 until January 1, 2002, the ATI Shareholders shall have the right to sell to Applied Cellular up to Six Hundred Eighteen Thousand One Hundred Eighty(618,180) Shares of the Merger Shares (the "First Put DateOption Shares"), and continuing for a period of thirty (30) days thereafter, each holder of Applied Cellular shall purchase such Shares upon the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding terms and conditions set forth in this Section 11.1 (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option which shall be the entire amount of the Note of the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days after the First Put Date, on which the Put Option shall be exercised (the "First Put Exercise Date"). (b) Commencing October 1, 1999 and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have a second right (the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days on which the The Put Option shall be exercised (by giving written notice to Applied Cellular specifying the "Second Put Exercise Date"). (c) Upon receipt by the Company number of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicable, a notice stating whether the Company agrees to repurchase all, but not less than all, of the outstanding Note subject to the First Put Right or Second Put Right, as applicable. In the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereof. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, Option Shares as the case may be, with interest to be sold by the ATI Shareholder exercising the Put Option ("Holder"). In the event any Holder elects to exercise any Put Option as to only a portion of such Holder's Option Shares, the Holder may subsequently exercise the Put Options as to the remaining Option Shares or a portion thereof at such time or times as such Holder may determine. (c) The purchase price for each Option Share sold by any Holder pursuant to the Put Option shall be (ii) an amount equal to (x) 80% of the average annual EBDIT for the two (2) years period commencing on each installment at January 1, 2000 and ending on December 31, 2001 divided by (y) 618,180. (d) The Put Option shall only be exercisable by the rate ATI Shareholders, Shares on the Effective Date ("Nominees") and the heirs of ten percent any ATI Shareholder (10%) per annuman "Heir"); in no event shall any Put Option be exercisable by any person or entity that is not an ATI Shareholder or an Heir; provided however that the Put Option may be exercised by a trust which has been, or may be, set up by an ATI Shareholder or Nominee for the benefit of an ATI Shareholder, Nominee or Heir.

Put Option. (a) Commencing August 1, 1999 (2.1 In consideration of the "First Put Date")mutual promises contained in this Agreement, and continuing for a period of thirty (30) days thereafter, each holder of the Note shall have the right (the "First Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding (the "Put Option") at a price equal to one hundred and eighteen & 8/10 percent (118.8%) of the principal amount thereof, plus accrued and unpaid interest thereon (the "Put Price"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the terms of this Agreement, MediCor grants to JA an option to sell, and to require MediCor to buy, all or any of the Option Shares. 2.2 The Put Option which may be exercised on the terms of this Agreement by JA from time to time on or after the Exercise Date until the Put Expiry Date (the “Put Option Period”) by JA delivering to MediCor a Put Option Notice, provided that if the Put Expiry Date occurs prior to the Exercise Date then JA shall have no right to exercise the Put Option. 2.3 NE may at any time, upon notice to MediCor, elect to terminate the Put Option when, notwithstanding clause 2.2 the Put Option shall terminate and, notwithstanding clause 3.2, the Call Option shall also terminate. 2.4 Subject to clause 5, where sold pursuant to the Put Option, the purchase price per Option Share (the “Put Option Price”) shall be as follows: 2.4.1 US$5.50 if the entire amount of Silicone Approval Date has occurred on or before the Note of Nine-Month Date; 2.4.2 US$6.50 if the Noteholder, (ii) the aggregate Put Price, and (iii) the date, not earlier than twenty (20) Trading Days and not later than thirty (30) days Silicone Approval Date has occurred after the First Put Nine-Month Date and on or before the Exercise Date, ; or 2.4.3 US$7.50 if the Silicone Approval Date has not occurred on or before the Exercise Date. 2.5 The Option Shares shall be sold with full title guarantee free from any Encumbrance and with all rights attaching to the Option Shares at the date on which the Put Option shall be is exercised (including, without limitation, the "First Put Exercise Date"). (b) Commencing October 1right to receive any dividend, 1999 and continuing for a period distribution or return of thirty (30) days thereaftercapital declared, each holder paid or made in respect of the Note shall have a second right (Option Shares in respect of periods starting on or after the "Second Put Right") to request that the Company repurchase all, but not less than all, of the Note outstanding at a price equal to one hundred and twenty & 8/10 percent (120.8%) of the principal amount thereof plus accrued and unpaid interest thereon (the "Second Put Price" and together with the First Put Right sometimes referred to collectively as the "Put Rights"), by delivering to the Company a written notice specifying (i) the number of Conversion Shares that are subject to the Put Option, (ii) the -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 1 84734.3 (Vitech America, Inc.) Second Put Price, and (iii) the date, not earlier than twenty (20) days and not later than thirty (30) days date on which the Put Option is exercised. 2.6 Subject to clause 2.9, JA agrees that at any time: 2.6.1 the maximum number of Option Shares in respect of which JA may serve a Put Option Notice; and 2.6.2 the maximum number of Option Shares which JA may otherwise transfer to a third party (other than a Seller or connected person of any Seller), shall be exercised 660,000 less the aggregate of 2.6.3 the aggregate number of shares of Common Stock obliged to be acquired by MediCor from JA or any of the other Sellers, whether under this Agreement or any Put and Call Option Agreement entered into by MediCor with any of the other Sellers, in the three months prior to the date of the Put Option Notice; and 2.6.4 the aggregate number of Consideration Shares transferred to third parties (other than a Seller or any connected person of a Seller) by JA or any of the "Second other Sellers in the three months prior to the date of the Put Exercise Date")Option Notice, and any Put Option Notice shall be deemed null and void to the extent that it purports to require the acquisition by MediCor of a number of Option Shares in excess of this amount. 2.7 For the avoidance of doubt, JA may exercise the Put Option more than once. 2.8 Notwithstanding anything else in this Agreement, if following a Public Offer, but prior to the Exercise Date (c) Upon receipt by unless the Company of a notice exercising the First Put Right and/or Second Put Right, the Company shall, within two (2) days of receipt of such notice, deliver to each holder of the Note exercising the First Put Right or Second Put Right, as applicableExpiry Date has first occurred), a notice stating whether person becomes entitled to compulsorily acquire the Company agrees to repurchase allCommon Stock which it does not own, but not less than allthen the Put Option shall become immediately exercisable and the Put Option Price shall be: 2.8.1 the price set out in clause 2.4 if the Silicone Approval Date and the Commercialisation Date have both occurred by that time; and 2.8.2 $6.50 otherwise. 2.9 Notwithstanding the provisions of clause 2.6, while any Recommended Offer remains open for acceptance NE may: 2.9.1 accept the Recommended Offer for any number of the outstanding Note subject Option Shares; or 2.9.2 transfer any number of Option Shares to the First Put Right or Second Put Right, as applicable. In person making the event the Company delivers notice of its agreement to effect such repurchase (a "Company Acceptance Notice"), the provisions in subsection (d) below shall apply. In the event the Company declines to repurchase the outstanding Note subject to the First Put Right and/or Second Put Right, as applicable, the Note shall remain convertible pursuant to their terms at the option of the holders thereofRecommended Offer. (d) Assuming the Company has delivered a Company Acceptance Notice, on the First Put Exercise Date or the Second Put Exercise Date, as applicable, (i) the Purchaser shall deliver to the Company the Note, properly endorsed, representing the Note subject to the Put Option, and (ii) the Company shall deliver to the Purchasers, in immediately available funds, the applicable Put Price. The purchase price for any Put Right shall be paid in four (4) equal monthly installments on the last Business Day of each month commencing on the first full month following the First Put Exercise Date or the Second Put Exercise Date, as the case may be, with interest on each installment at the rate of ten percent (10%) per annum.