Common use of Put Option Clause in Contracts

Put Option. 2.1 CWC Inc. hereby grants to the Shareholder a put option (the “Put Option”), exercisable at any time on and from the date immediately following the date of completion of the Repatriation SPA (the “Option Exercise Period”), to require CWC Inc. to purchase all of the shares held by the Shareholder in Carve-Out Holdco (the “Relevant Shares”) for a price of £1.00. 2.2 The Put Option may be exercised by the Shareholder giving written notice to CWC Inc. (in the form set out in Schedule 1 to this Deed) of the Shareholder’s intention to exercise the Put Option, and its receipt by CWC Inc. during the Option Exercise Period (the “Option Notice”). An Option Notice may not be withdrawn once given. 2.3 If the Put Option is exercised by the Shareholder then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Relevant Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Option Notice, and the date on which such sale and purchase is completed shall be the “Option Closing Date”.

Put Option. 2.1 CWC Inc. Purchaser hereby grants Seller the option to sell the Shareholder Option Shares to Purchaser, at a put option (the “Put Option”)purchase price of $4.75 per Option Share, exercisable at any time during the two-year period beginning on and from the date immediately following the date of completion this Agreement, ending on the Expiration Time. To exercise the put option, Seller shall deliver written Notice of such exercise to Purchaser at least two business days in advance of the Repatriation SPA (sale date. Upon such exercise, Seller shall transfer the “Option Exercise Period”)Shares to Purchaser by instructing its broker to transfer the Option Shares to the Purchaser through DTC to the account designated to Seller by Purchaser, or through another method agreed upon between Seller and Purchaser. Seller shall cause such transfer to require CWC Inc. be completed as expeditiously as reasonably possible. If Seller exercises the put option on or before 5:00 p.m. Eastern time on October 16, 2021, then the purchase price per Option Share shall be reduced by $1.00 per Option Share. Seller shall cause such transfer to be completed as expeditiously as reasonably possible. Purchaser shall pay to Seller the aggregate purchase all price for the Option Shares promptly after the delivery of the shares held by the Shareholder Option Shares as provided in Carve-Out Holdco (the “Relevant Shares”) for a price of £1.00. 2.2 this Section. The Put Option may be exercised by the Shareholder giving written notice to CWC Inc. (in the form set out in Schedule 1 to this Deed) of the Shareholder’s intention to exercise the Put Option, and its receipt by CWC Inc. during the Option Exercise Period (the “Option Notice”). An Option Notice put option may not be withdrawn once given. 2.3 If the Put Option is exercised by the Shareholder then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Relevant Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days if Purchaser has previously delivered written Notice of its exercise of the Option Notice, and the date on which such sale and purchase is completed shall be the “Option Closing Date”call option pursuant to Section 3 of this Agreement.