Common use of Put Price Clause in Contracts

Put Price. (a) The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”). (b) If the aggregate Share Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.

Put Price. (a) The purchase Subject to the provisions of Section 5.06, if any Holder --------- ------------ exercises the Put Option, then the price (i) for Unilever Shares purchased by the Company to be paid to each such Holder pursuant to this Agreement shall will be the aggregate price determined in accordance with the following provisions (collectively, the "Put Price"): --------- (a) With respect to any shares of Series D Preferred Stock included within the Put Shares, the price to be paid to each such Holder pursuant to this Agreement will be cash (denominated in U.S. Dollars) in an amount equal to the total product of (i) the number of shares of Series D Preferred Stock for which the Put Option is being exercised by such Holder, times (ii) the sum of (A) the Fair Market Value ----- Original Issue Price of such Sharesa share of Series D Preferred Stock, plus (B) any and ---- all accrued and unpaid dividends with respect to such share of Series D Preferred Stock (whether or not declared and computed to the date payment thereof is made available), plus (C) any and all accrued interest payable with ---- respect to any such accrued and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”)unpaid dividends. (b) If With respect to any Capital Stock of the aggregate Share Price for Company (xother than Series D Preferred Stock) any Unilever Shares included within the Put Shares, the price to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or paid to each such Holder pursuant to this Agreement will be cash (ydenominated in U.S. Dollars) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the product of (i) the Fair Market Value per share of such Shares based on a deemed Base Value Capital Stock as of eight times the Applicable EBITDA end of the month immediately preceding the date notice is given of the exercise of the Put Option pursuant to Section 8.5(b5.03, ------------ multiplied by (ii) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number shares of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as Capital Stock of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Noteother ------------- than Series D Preferred Stock) for which the Remaining Unilever Shares; providedPut Option is being exercised by such Holder. (c) If, howeverupon any exercise of the Put Option, no interest the assets of the Company shall accrue be insufficient to permit the payment in full to the applicable Holders of the Put Price or be payable with respect to that if all or any portion of the Share Put Price attributable is not permitted to clause (a)(iv) in be paid to one or more of the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject applicable Holders pursuant to the proviso provisions of the TBCA or the Senior Loan Documents, then the full amount of the Put Price that is permitted to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above be paid shall be calculated on distributed ratably among the basis of a year of 360 days and Holders exercising the actual number of days for which interest is dueapplicable Put Option.

Put Price. (a) The purchase price per share (the "Put Price") of the --------- --------- Put Securities shall be the greater of (i) for Unilever Shares purchased the "fair market value" (plus all accrued but unpaid dividends, whether declared or not declared, payable on the Put Securities) of each of such Put Securities or (ii) the then Conversion Price per Series A Preferred, Series B Preferred or Series C Preferred share, as applicable (as adjusted pursuant to the Certificate) (plus all accrued but unpaid dividends, whether declared or not declared, payable on the Put Securities calculated in the manner set forth in the Certificate). For purposes of this Section 7, the term "fair market value" shall mean the fair market value ----------------- of such Put Securities on the Put Date, determined as follows: (I) By written agreement of the Company and the Majority Investors; (II) If the Company and the Majority Investors fail to reach a written agreement within thirty (30) days after the notice given by the Investor(s) and the Series B Preferred Stockholders pursuant to Section 7(b) above, the Company and the Majority Investors shall together appoint an independent appraiser (which may be an investment banker) to determine the "fair market value" of the Put Securities, which shall be binding on the parties; or (III) If the Company and the Majority Investors are unable to agree upon the choice of an independent appraiser under (II) hereof within forty (40) days after the notice given by the Investor(s) pursuant to Section 7(b), then the Company, on the one hand, and the Majority Investors, on the other hand, shall each appoint, within ten (10) days following the expiration of such 40-day period, an independent appraiser, and the two appraisers together shall determine the "fair market value." If only one appraiser is appointed during the 10-day period referred to above, then such appraiser shall alone determine the "fair market value," which determination shall be binding on the Company and all Stockholders. If both appraisers are appointed within such 10-day period, and within thirty (30) days after the appointment of the second of the two appraisers, they cannot agree on the "fair market value" of the Put Securities, then each appraiser shall prepare a separate appraisal report of the fair market value ("FMV") of --- the Company and the "fair market value" of the Put Securities within sixty (60) days after the appointment of the second of the two appraisers, and if the lower of the two FMVs of the Company is equal to at least 85% of the higher FMV of the Company, then the "fair market value" of the Put Securities shall be the average of the "fair market value" of the Put Securities as determined by the two appraisers. If only one of the appraisers submits an appraisal report on or before such 60th day, then the "fair market value" of the Put Securities shall be the "fair market value" of the Put Securities as determined by such report; or (IV) If neither of the appraisers submits an appraisal report on or before such 60th day, or if both appraisers submit an appraisal report but the averaging requirements set forth in (III) above are not met, then the two appraisers shall promptly appoint a third appraiser who shall determine the "fair market value" of the Put Securities. If the two appraisers fail to appoint a third appraiser as required hereunder, either party shall have the right to submit the determination to arbitration under the rules and procedures of the American Arbitration Association. (V) The appraisers and arbitrators shall have access to all books and records of the Company and shall have the right to examine all of its accounts, books and assets of the Company and do all things fully and completely to enable them to arrive at the FMV of the Company and the "fair market value" of the Put Securities. The cost of any appraisal proceedings shall be paid one-half ( 1/2) by the Company and one-half ( 1/2) by the Investor(s) and the Series B Preferred Stockholders exercising the Put. (VI) An appraiser making an appraisal pursuant to this Agreement shall assume: (x) no discounts for minority interests; (y) that the restrictions on Transfer specified in this Agreement, any applicable securityholder agreement and/or any applicable federal or state securities law restrictions on Transfer are not applicable to such Put Securities; and (z) that no restricted stock discount or publicly traded stock premium is applicable to such Put Securities. All appraisers appointed shall be equal to experienced and knowledgeable in the total of industry or industries in which the Company does business. (AVII) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments The "fair market value" determination pursuant to subsection clause (bc) hereof, shall be binding on the Company and all Stockholders for purposes of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”)7. (b) If the aggregate Share Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.

Put Price. (a) The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”). (b) If the aggregate Share Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Table of Contents Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.

Put Price. (a) The purchase price (i) for Unilever Shares purchased by Upon receipt of the Put Notice, the Company pursuant to this Agreement shall be redeem all (but not less than all) of the outstanding shares of Common Stock then held by QuantRx, out of funds legally available therefor, at a redemption price per share (the "Redemption Price") equal to the total sum of (A) the Fair Market Value of such Shares$2.00, plus (B) any accrued interest and adjustments pursuant to subsection the "Value", which Value shall be determined as follows: (ba) of this Section 8.2 (collectivelyif the Common Stock is then traded on a nationally recognized securities exchange or inter-dealer quotation system, the “Share Price”), and (ii) for Put Notes Value shall be equal deemed to be the average of the closing prices of the Common Stock on such exchange or system over the period commencing with the 30th trading day prior to the Accreted Value thereof on the applicable Put Closing Date, without any payment date of premium or penalty, including any premium or penalty that may be provided for in delivery of the Put Notes or the Note Indenture (collectively Notice and ending with the Share Price, but subject to subsection (b) of this Section 8.2, 30th trading day after such date; provided that the “Put Price”).ten highest closing prices and the ten lowest closing prices during such period shall be disregarded in computing such average; (b) If if the aggregate Share Price for (x) any Unilever Shares Common Stock is then traded over-the-counter, the Value shall be deemed to be purchased on any the average of the closing bid prices over the period commencing with the 30th trading day prior to the date of delivery of the Put Notice and ending with the 30th trading day after a Put Closing Date or Call Closing Datesuch date; provided that the ten highest closing bid prices and the ten lowest closing bid prices during such period shall be disregarded in computing such average; or (c) if there is no active public market for the Common Stock, the Value shall be the fair market value thereof, as mutually determined by the case may be, or (y) all Board and QuantRx; provided that if the Unilever Shares (the Unilever Shares referred Company and QuantRx are unable to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i)reach agreement, then the Share Price of such Shares (i) Value shall be equal determined by independent appraisal by a mutually agreed to (A) with respect to the Remaining Unilever Shares referred to in clause (x) aboveinvestment banker, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value fees of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) which shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.

Put Price. (a) The purchase In the event that any Holder exercises the Put Option, the price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”). ) to be paid to each such Holder pursuant to this Agreement will be cash in the sum of the amount determined by (a) adding the products determined by multiplying the Fair Market Value per share of each of the Series D Convertible Preferred Stock and Common Stock as of the end of the month immediately preceding the date notice is given of the exercise of the Put Option pursuant to Section 2.10.2 of this Agreement times the number of shares of such Series D Convertible Preferred Stock and Common Stock that would be issuable on such date upon the exercise of the Warrants for which the Put Option is being exercised by such Holder and subtracting therefrom (b) If an amount equal to the aggregate Share Exercise Price times the number of shares of Series D Convertible Preferred Stock and/or Common Stock issuable pursuant to any unexercised portion of the Warrants for which the Put Option is being exercised by such Holder; provided, however, in the event (xi) any Unilever Shares a Sale Event with a bona fide third party occurs which is a Qualified Sale (or would have constituted a Qualified Sale but for the fact that it is not a sale of all of the outstanding shares of Capital Stock of the Company) and (ii) one or more Holders elects to exercise the Put Option and either (A) such Holder(s) have agreed to the price to be purchased on any date after paid to holders of Common Stock and all classes of Preferred Stock in connection with such Sale Event or (B) the Holders have been provided with a “fairness opinion” from an investment banker agreed upon by the parties hereto or selected by the Company from a group of three (3) nationally recognized investment bankers selected by a sixty-six and two-thirds percent (66 2/3%) in interest of the Holders which are independent of each Holder, stating that the price per Warrant Share to be received by the Holders in the Sale Event is fair to such Holders from a financial point of view, the Put Closing Date Price to be paid to each such Holder pursuant to this Agreement will be cash in the sum of the amount determined by multiplying the price per share of such Warrant Shares set by the Company in connection with such Sale Event times the number of Warrant Shares for which the Put Option is being exercised by such Holder, except that in the case of a Qualified Sale in which the Purchase Price being paid for the Company’s Capital Stock is being paid in Qualified Public Securities the Put Price to be paid to each such Holder pursuant to this Agreement will be paid in Qualified Public Securities in the exchange ratio specified in such “fairness opinion”, but in no event shall the Holders exercising the Put Option receive less cash (other than cash paid in respect of fractional shares) as a percentage of the per-share consideration received by them in respect of their Series D Convertible Preferred Stock or Call Closing DateCommon Stock, as the case may be, than the other holders of Preferred Stock or (y) all the Unilever Shares (the Unilever Shares referred to Common Stock, respectively, received in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share such Qualified Sale. The Put Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) abovedetermined without premium for control or discount for minority interests, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid onilliquidity, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date restrictions on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is duetransfer.

Put Price. (a) The Subject to Section 4.8(b), the purchase price to be paid for the Coaxial Interests upon exercise of the Put Option (the "Put Price") shall be the --------- Target Amount reduced, but not below one dollar, by the sum of the following amounts: (i) for Unilever Shares purchased If Coaxial or the Coaxial Principals have consummated a Qualifying Sale of any part of the Stock Consideration, the Put Price shall be reduced by the Company pursuant net proceeds (after deducting underwriting discounts, commissions, and other similar investment banking charges, but without deducting other expenses of sale) realized by Coaxial or the Coaxial Principals from such Qualifying Sale. (ii) If Coaxial or the Coaxial Principals have sold any part of the Stock Consideration and Section 4.8(a)(i) does not apply to this Agreement such part of the Stock Consideration, the Put Price shall be equal to reduced by the total of (A) the Fair aggregate Market Value of such Sharespart of the Stock Consideration as of the Put Closing; provided, plus however, that if Coaxial or the Coaxial Principals sold such part of the Stock Consideration and, at any time after the closing of such sale and prior to the Put Closing, the Market Value of such part of the Stock Consideration exceeds the product of the Target Amount times a fraction, the numerator of which is the number of shares or units represented by the Stock Consideration sold by Coaxial and the Coaxial Principals and the denominator of which is the number of shares or units represented by all the Stock Consideration, then the Put Price shall be reduced by the product of the Target Amount times a fraction, the numerator of which is the number of shares or units represented by the Stock Consideration sold by Coaxial or the Coaxial Principals and the denominator of which is the number of shares or units represented by all the Stock Consideration. (iii) If Section 4.8(a)(i) and Section 4.8(a)(ii) do not apply to any part of the Stock Consideration, then the Put Price shall be reduced by: (A) if the Coaxial Principals did not elect pursuant to Section 4.8(d) to sell such part of the Stock Consideration, the aggregate Market Value of such part of the Stock Consideration as of the Put Closing; or (B) any accrued interest and adjustments if the Coaxial Principals elected pursuant to subsection (bSection 4.8(d) to sell such part of this Section 8.2 (collectivelythe Stock Consideration, the “Share Price”)net proceeds (after deducting underwriting discounts, commissions, and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Priceother similar investment banking charges, but subject to subsection (bwithout deducting other expenses of sale) realized by the Coaxial Principals from the sale of this Section 8.2, such part of the “Put Price”)Stock Consideration. (b) If No reduction in the aggregate Share Put Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal made pursuant to (ASection 4.8(a) with respect to any part of the Remaining Unilever Shares referred to Stock Consideration unless such part of the Stock Consideration or the net proceeds of the sale of such part of the Stock Consideration (in clause (x) above, the Share Price applicable whatever form such proceeds may be invested or reinvested prior to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (BClosing) with respect has been distributed to the Remaining Unilever Shares referred to in clause (y) above, an amount equal Coaxial Principals at any time at or prior to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA Put Closing, pursuant to Section 8.5(b4.5(a) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses otherwise. (Ac) and (B) on the basis For purposes of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.this Section 4.8: