Common use of Put Price Clause in Contracts

Put Price. The “Put Price” shall be equal the Fair Market Value of Redbox’s Interest after taking into account the cost of replacement of any assets of Redbox utilized by the Company that will no longer be available after Redbox’s withdrawal from the Company (whether or not after a transition or other similar period); provided, however, that for the purposes of this Section 8.10.1, the initial time period in the definition of Fair Market Value for Verizon and Redbox to seek to reach agreement regarding value shall be forty-five (45) days; and provided further, that if the Members do not agree on value within such forty-five (45) day period, then an appraiser shall be selected as provided for in the definition of Fair Market Value and each of Verizon and Redbox shall submit to the appraiser its respective valuation figure for the Put Price, following which the appraiser shall within 45 days of the appraiser’s selection or appointment determine the Put Price based on the Fair Market Value of Redbox’s entire Interest (the “Appraised Put Value”), and the Appraised Put Value as determined by the appraiser shall become the actual Put Price, unless the Appraised Put Value is outside of the range of the valuation figures for the Put Price proposed by Verizon and Redbox, in which case the Put Price proposed by Verizon or Redbox which is the closest to the Appraised Put Value shall become the actual Put Price, binding on all parties. All costs of the independent appraiser shall be borne equally by Verizon and Redbox.

Put Price. The Should NSM exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM Members shall be purchased by the Company at a price (the “Put Price” shall be ”) equal to (i) the Fair Market Value sum of Redbox’s Interest after taking into account all cash contributions made by the cost NSM Members to the equity capital of replacement the Company pursuant to and in accordance with this Agreement (the “NSM Capital”), plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of any assets the actual number of Redbox utilized days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b)) previously made or deemed made to the NSM Members by the Company (collectively, the “NSM Return”). Notwithstanding the foregoing, if the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM Return shall be calculated as per above, except that will no longer be available after Redbox’s withdrawal from the Company (whether or not after a transition or other similar period); provided, however, that i) solely for the purposes of *** Certain confidential portions of this Section 8.10.1exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the initial time *** per annum annual compounded return in effect will be reduced for such calculation period in to *** per annum, compounded annually, and (ii) solely for the definition purposes of Fair Market Value for Verizon calculating that portion of the NSM Return generated during the period commencing on the date on which the Put Right is exercised and Redbox to seek to reach agreement regarding value shall be forty-five (45) days; and provided further, that if the Members do not agree on value within such forty-five (45) day period, then an appraiser shall be selected as provided for in the definition of Fair Market Value and each of Verizon and Redbox shall submit to the appraiser its respective valuation figure for the Put Price, following which the appraiser shall within 45 days of the appraiser’s selection or appointment determine date the Put Price based is actually paid, the *** per annum annual compounded return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the Fair Market Value of Redbox’s entire Interest (the “Appraised Put Value”), and the Appraised Put Value NSM Capital as determined by the appraiser shall become the actual Put Price, unless the Appraised Put Value is outside calculated as of the range of the valuation figures for date the Put Price proposed by Verizon and RedboxRight is exercised, in which case the Put Price proposed by Verizon or Redbox which is the closest to the Appraised Put Value shall become the actual Put Price, binding on all parties. All costs of the independent appraiser shall be borne equally by Verizon and Redboxcompounded annually.

Put Price. The “Purchase Price to be paid for the Put Share purchased in accordance with this Section 7 (the "Put Price” ") shall be equal to the Fair Market Value value of Redbox’s Interest such Put Shares as determined in the written opinion of an appraiser (the "Put Appraiser"). The Put Appraiser shall be The Wallxxx Xxxpany, Inc., ("Wallxxx") xr, if either the Company or Harpxxx xxxect, in its reasonable discretion, Wallxxx xxxhin twenty (20) business days after taking into account Harpxxx xxxes the cost Put Notice (as defined below) to the Company, then Harpxxx xxxll designate another qualified appraiser that is unaffiliated with Harpxxx xxx that is an investment banking firm or otherwise in the business of replacement conducting, and is qualified to conduct, an appraisal of any assets businesses such as the business of Redbox utilized the Company. The designation of a Put Appraiser by Harpxxx xxxll be subject to the approval of Metretek, which approval shall not be unreasonably withheld and will be deemed to have given absent the Company delivering to Harpxxx xxxtten notice of objection to such designation within ten (10) business days after receipt of written notice of the name, address and other reasonable identification of the Put Appraiser from Harpxxx. Xxrpxxx xxxll pay all costs and expenses of the Put Appraiser. Harpxxx xxxll cause a signed copy of the appraisal conducted by the Company that will no longer Put Appraiser (the "Put Appraisal") to be available after Redbox’s withdrawal from the Company (whether or not after a transition or other similar period); provided, however, that for the purposes of this Section 8.10.1, the initial time period in the definition of Fair Market Value for Verizon and Redbox to seek to reach agreement regarding value shall be forty-five (45) days; and provided further, that if the Members do not agree on value within such forty-five (45) day period, then an appraiser shall be selected as provided for in the definition of Fair Market Value and each of Verizon and Redbox shall submit delivered to the appraiser its respective valuation figure for the Put Price, following which the appraiser shall within 45 days of the appraiser’s selection or appointment determine the Put Price based on the Fair Market Value of Redbox’s entire Interest (the “Appraised Put Value”), and the Appraised Put Value as determined by the appraiser shall become the actual Put Price, unless the Appraised Put Value is outside of the range of the valuation figures for the Put Price proposed by Verizon and Redbox, in which case the Put Price proposed by Verizon or Redbox which is the closest to the Appraised Put Value shall become the actual Put Price, binding on all parties. All costs of the independent appraiser shall be borne equally by Verizon and RedboxCompany.