Common use of Put Right Clause in Contracts

Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject to the Call Right described limitations set forth in Section 2.02the Credit Agreement, at any time following the earlier of (i) the payment in full by the Company of all amounts due by the Company in respect of each issued and outstanding share of Senior Perpetual Preferred Stock pursuant to the Certificate of Designation, and (ii) the sixth (6th) anniversary of the Original Issue Date (such period, the “Put Period”), upon delivery to the Company by the Holder of a Qualified IPO written request (a “Put Notice”) that the Company purchase all (and for so long as no Termination Event only all) of the outstanding Warrant Shares of such Holder (such outstanding Warrant Shares after a Cashless Exercise pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member3(b)(ii)), such Management Member shall have the right, but not the obligation, to sell (the "“Put Right") beginning on the later of (xSecurities”) the first date immediately following Company will: (i) Not less than ten (10) days after its receipt of the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) initial Put Notice, notify the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as Holder of the date (the Management Member exercises such “Put Right. For Closing Date,” which shall not be less than forty five (45) nor more than one hundred eighty (180) days after the avoidance date of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to initial Put Notice) on which the Company will purchase the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or Securities; and (ii) with respect to such Management MemberOn the Put Closing Date, purchase all Put Securities for the Put Amount. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send Upon written notice to the Holder, the Company may elect, at its sole option, to effectuate a sale of his an amount of shares of Common Stock equal to the Put Securities pursuant to an offering and/or sale on a block trade or her intention underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to sell pricing, including, without limitation, a same day trade, overnight trade or similar transaction (a “Block Trade”); provided, that if the Company elects to effectuate a Block Trade, the Company shall reasonably cooperate with the Holder with respect to a Block Trade and use reasonable best efforts to take such Units actions with respect to a Block Trade as the Holder reasonably directs the Company to take; provided, further, that if the amount of net proceeds to be received by the Company in connection with the Block Trade is less than the Fair Market Value of the Put Securities, then the Holder may permanently waive such Holder’s put right pursuant this Section 7 and direct the Company to not effectuate such Block Trade, upon which direction the Company shall be deemed to have satisfied its obligations pursuant to this Section 2.03. Subject 7 with respect to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such noticeHolder. (c) At The aggregate purchase price payable by the closing Company to the Holder upon any exercise of a purchase the Holder’s rights pursuant to a this Section 7 (subject to Section 7(b)) shall be the product of (i) the aggregate number of Put RightSecurities then being purchased from the Holder and (ii) the Fair Market Value of each Put Security as of the Put Closing Date (such amount, the “Put Amount”); provided, that if the Company will pay elects to effectuate a Block Trade, the aggregate purchase price payable by the Company to the Management Member Holder upon any exercise of the purchase price for such Units Holder’s rights pursuant to this Section 7 shall be the (determined amount of net proceeds received by the Company in accordance connection with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing the Block Trade. On the Put Closing Date, (A) the aggregate purchase price Company shall pay the Put Amount to the Holder in cash by wire transfer of immediately available funds to a bank account designated by the Units being sold by Holder for such Management Member by purpose; and (B) assuming the Public Share FMV as of Put Amount has been paid in full, the close of trading on the trading day immediately prior Holder shall surrender its applicable Put Securities to the delivery thereof Company without any representation or warranty against payment therefor as provided above. Notwithstanding anything herein to the Management Member. (d) Notwithstanding anything to the contrary elsewhere hereincontrary, the Company shall not be obligated to purchase Holder may revoke any Units Put Notice at any time pursuant prior to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) receipt of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedAmount. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. a. From and after the date that is the second anniversary of the Closing Date, you shall have a one-time right (aa “Put Right”), exercisable by delivering an irrevocable written notice to EGH (a “Put Notice”, and the transaction resulting from a Put Notice, a “Put”), to require EGH (i) Subject to repurchase all or a portion of the EGH Equity Interests or (ii) to purchase all or a portion of the EOC Equity Interests, held by you and your Permitted Transferees (as defined below), or any combination of the foregoing, as determined by you, at the Put Price (as defined below). To the extent that the repurchase of Equity Interests in EOC, such transaction shall be treated as an exchange of Equity Interests in EOC for Equity Interests in EGH, triggering economic entitlements for tax benefits in accordance with the same terms outlined in Section 7.17 of the Company Disclosure Letter. Promptly after receiving the Put Notice, EGH shall deliver to you a notice setting forth the Put Price to be paid for the Put Equity and the date (which, subject to the Call last sentence of this Section 5.a, shall not be later than 60 days after receipt of the Put Notice) and place for the closing of the Put Right described (the closing of such transaction, the “Put Closing”). EGH may elect, in Section 2.02its sole discretion, to pay (or cause to be paid) the Put Price by a combination of the following a Qualified IPO and for (so long as no Termination at least 60% of the Put Price is paid in accordance with clause (i)): (i) delivery to you or your applicable Permitted Transferees of a wire transfer of immediately available funds in United States dollars or (ii) by offsetting against any fixed and determined indebtedness or obligations for advanced or borrowed funds owed and payable within the next six months to the Employer Group by you or your Permitted Transferees; provided, if EGH does not elect a method of payment prior to the Put Closing, the Put Price shall be paid in accordance with foregoing clause (i). The Put Right and each Put Notice that was delivered to EGH but not yet subject to a Put Closing shall terminate upon the earlier to occur of (1) immediately prior to a Public Company Event pursuant to Section 2.02(a)(iii(as defined below) shall have occurred and (2) the execution of a definitive agreement with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell Change of Control (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"defined below), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to you may only exercise the Put Right one time unless a Put Notice has been withdrawn as described above. Notwithstanding the foregoing, EGH shall only be required to consummate the Put Closing in respect of Put Equity subject to any Award Agreement within one year following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Memberthe delivery of the Put Notice instead of 60 days following delivery of the Put Notice. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms b. For purposes of this Section 2.03(d)5, the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedbelow definitions will apply. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject In the event (i) after the closing of the Qualified Listing, (A) the Class A Ordinary Shares or the American depositary shares representing the Class A Ordinary Shares (if applicable) cease to be listed or quoted on the Relevant Stock Exchange and (B) none of the Class A Ordinary Shares, the American depositary shares representing the Class A Ordinary Shares (if applicable) or any other securities the Class A Ordinary Shares would be converted into, or exchanged for is listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or the Hong Kong Stock Exchange (Main Board) (or any of their respective successors) (a “Delisting Event”), or (ii) any change in or amendment to the Call Right described applicable Laws of the PRC results in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date Group Companies, as a whole, being legally prohibited from operating all or substantially all of its business operations and unable to continue to derive all or substantially all of the economic benefits from its business operations (as in existence immediately following the expiration of any Company or underwriter "lock-up" period applicable prior to such Qualified IPO change in law) as reflected in its latest consolidated financial statements and (y) the date that is at least six Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (6as in existence immediately prior to such change in law) months and one day afterin the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Sale Date ( Holder shall have the later right (the “Put Right”), at the Holder’s option, to require the Company to repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (x30th) and Business Day after the Put Right Notice has been given to the Holder (y) shall be referred to as the "First “Put Date"”) at 100% of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amount, if any, to (but excluding) the Put Date (the “Put Price”). (b) On or before the twentieth (20th) calendar day after the occurrence of any Delisting Event or VIE Event, and the Company shall be required deliver notice with respect to purchase from such Management Member, a number the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such Management Member's Units Delisting Event or VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as determined defined below) must be given; (iv) the Put Price and the method by which such Management Memberamount will be paid; (v) the procedures that the Holder must follow and the requirements that the Holder must satisfy in order to exercise the Put Right; (vi) that a Put Notice, at once validly given, may not be withdrawn, and (vii) if the Put Right Notice is delivered after a price per Unit equal to Qualified Listing, the Fair Market Value Conversion Price as of the date of the Management Member exercises Put Right Notice and the last day on which the Optional Conversion Right may be exercised. (c) To exercise its rights to require the Company to purchase this Note, the Holder must deliver a written irrevocable notice of the exercise of such right substantially in the form set forth in Appendix 4 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put RightNotice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company by no later than ten (10) Business Days prior to the Put Date. For the avoidance of doubt, subject after the closing of a Qualified Listing, the Holder may exercise the Optional Conversion Right at any time during the Optional Conversion Period with respect to any portion of the Call Right described in Section 2.02, outstanding principal amount of this Note only if the Holder has not delivered a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) Notice with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing portion of the purchase shall take place at the outstanding principal office amount of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Memberthis Note. (d) Notwithstanding anything Following the payment of the Put Price by the Company on the Put Date, (i) this Note will cease to be outstanding; and (ii) all other rights of the Holder with respect to the contrary elsewhere hereinportion of the outstanding principal amount of this Note repurchased shall terminate (other than the right to receive the Put Price). If a portion of this Note is surrendered for redemption pursuant to Section 12(a), the Company shall issue a new Note, the aggregate outstanding principal amount of which is the same as the principal amount of this Note not repurchased by the Company, to the Holder and record the reduction in the outstanding principal amount in the Register immediately after payment of the Put Price by the Company on the Put Date. (e) Notwithstanding the foregoing, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge repurchase this Note on any profit to date at the IPO Entity pursuant to Section 16(b) option of the 1934 Act Holder upon a Delisting Event or (ii) VIE Event if immediately the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such purchase date (including as a result of Units, issuance the payment of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits Put Price with respect to this Note and any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company related interest on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(dPut Date), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "“Put Right"”) beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "“lock-up" ” period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "“First Put Date"”), and the Company shall be required to purchase from such Management Member, a number of such Management Member's ’s Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (ai) Subject If the Participant's employment with the Company and Subsidiaries terminates due to the Call Right described in Section 2.02Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, following a Qualified IPO for (i) the Vested Portion of all Options and for so long as no Termination Event pursuant to Section 2.02(a)(iii(ii) shall have occurred with respect to a Management Memberall Option Shares, within 120 days after such Management Member termination of employment the Participant shall have the right, but not subject to the obligationprovisions of SECTION 5 hereof, to sell (to the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase (subject to the provisions of SECTION 5 hereof), on one occasion from such Management Memberthe Participant and his Permitted Transferees, a if applicable, all (but not less than all) of (i) Participant's Vested Portion of all Options and (ii) the number of Option Shares then held by the Participant and such Management Memberother number of Option Shares or Vested Portions of Option Shares, to the extent transferrable, held by the Participant's Units Permitted Transferees as determined by such Management Member, the Participant may request at a price per Unit Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in SECTION 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in SECTION 4(a)(ii)). If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares), the Participant shall have the right, subject to the provisions of SECTION 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of SECTION 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of the Option Shares then held by the Participant and such other number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share equal to the Fair Market Value of such Option Share (measured as of the date delivery of the Management Member exercises such Put Right. For the avoidance of doubt, subject notice referred to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or SECTION 4(a)(ii)). (ii) with respect to such Management Member. (b) Each Management Member who If the Participant desires to sell any of exercise his or her Units following option to require the applicable First Put Date Company to repurchase Options and/or Option Shares pursuant to SECTION 4(a), the Participant shall send one written notice to the Company setting forth the intention of his or her intention Participant and Permitted Transferees, if applicable, to collectively sell such Units all Options and/or Option Shares pursuant to this Section 2.03. Subject to SECTION 4(a) within the exercise period described above, which notice shall specify the number of any Call Right pursuant to Section 2.02Option Shares, or in the case of a sale of Options, the closing number of Option Shares underlying such Options, to be sold and shall include the signature of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant Participant and each Permitted Transferee desiring to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.sell

Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject to During a Put Period, the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member Investor shall have the right, but not the obligation, to sell right (the "a “Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"”), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined exercisable by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send delivering an irrevocable written notice to the Company (a “Put Notice”, and the transaction resulting from a Put Notice, a “Put”), to require the Company (or any its Subsidiaries designated by the Company) to repurchase all or a portion of his or her intention the Rollover Investor’s Eligible Put Equity with respect to sell such Units pursuant Put Period. Promptly after receiving the Put Notice, the Company shall deliver to the Rollover Investor a notice setting forth the Put Price to be paid for the Put Equity and the date (which, subject to the last sentence of this Section 2.03. Subject to 4.14(a), shall not be later than 180 days after receipt of the exercise of any Call Right pursuant to Section 2.02, Put Notice) and place for the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. Put Right (c) At the closing of a purchase pursuant to a Put Rightsuch transaction, the “Put Closing”). The Company will may elect, in its sole discretion, to pay (or cause to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (Abe paid) the aggregate purchase price Put Price by a combination of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 following: (i) delivery to the extent that (A) the purchase Company of such Units (together with any other purchases a wire transfer of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions immediately available funds in any other agreements with other investors of which the Company has at such time been given or has given notice) United States dollars or (Bii) the issuance of shares by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by the IPO Entity Rollover Investor or the purchase any of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable his Affiliates to the Company or any of its Subsidiaries or any Subsidiaries; provided that, if the Company does not elect a method of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock payment prior to the Management Member(sPut Closing, the Put Price shall be paid in accordance with foregoing clause (i)), (y) after giving effect thereto, . Notwithstanding anything in a Financing Default or (z) in the Company being required to disgorge any profit this Section 4.14 to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d)contrary, the Company shall promptly notify not be required to consummate the Put Closing if any Management Member Repurchase Restrictions (as defined below) are in effect; provided, however, that has purchases pursuant to this Section 4.14 shall be made within 10 Business Days following the Repurchase Restrictions no longer being in effect. The Put Right and each Put Notice that was delivered to the Company but not yet subject to a notice Put Closing (including any Put Closing that is subject to any Repurchase Restrictions) shall terminate upon the earlier to occur of exercise (x) immediately prior to a Public Company Event (as defined below) and (y) the execution of a Put Right that it is not obligated definitive agreement with respect to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceaseda Change of Control (as defined below). (eb) Notwithstanding anything to the contrary contained in For purposes of this Section 2.034.14, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchasebelow definitions will apply.

Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member The Participant shall have the right, but not the obligation, to sell require the Company to purchase at the Put Price (as defined below) all or a portion of any Shares received by the Participant as a result of the settlement of PRSUs prior to an IPO of the Company (the "“PRSU Put Shares”) (the “PRSU Put Right"”) beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send delivering written notice to the Company any time during the first August or the first February following the February in which the settlement date of his the applicable PRSUs occurs (or her intention any August or February thereafter) (a “PRSU Put Right Notice”); provided, however, that, if the Company is not permitted by any loan or debt agreement to sell such Units pursuant which the Company or any of its subsidiaries may be a party, or by which any of them may be bound, or the provisions of any applicable law, to this Section 2.03purchase the PRSU Put Shares, then the period during which the Participant may deliver the PRSU Put Right Notice will be extended until the date thirty days following the date the Company is permitted to purchase the PRSU Put Shares. Subject The Participant shall deliver to the exercise Company certificates or other documentation, if any, representing the PRSU Put Shares free and clear of any Call Right pursuant to Section 2.02all claims, the liens or encumbrances at a closing of the purchase shall take place at the principal office of the Company on a date specified to occur within two weeks after the PRSU Put Right Notice has been delivered, or at such other place and time and in such manner as may be mutually agreed to by the Company no later than 30 days after Participant and the giving Company. The proceeds from the purchase of such notice. (c) At the PRSU Put Shares shall be paid in immediately available funds by wire transfer, which shall be delivered to the Participant at the closing of a purchase pursuant to a such purchase. The “Put Right, Price” means the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price Fair Market Value of the Units being sold by such Management Member by (B) the Public Share FMV applicable Shares in effect as of the close of trading date on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchasePRSU Put Right Notice is delivered. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a PRSU Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedshall expire upon an IPO. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. If the Hotel Management Agreement is terminated for any reason other than (ai) Subject to expiration by its terms or (ii) an action or omission by the Call Right described in Section 2.02, following a Qualified IPO and for so long Hotel Manager that constitutes an Event of Default under the Hotel Management Agreement as no Termination Event determined upon the conclusion of the dispute resolution procedures pursuant to Section 2.02(a)(iii10 of the Hotel Management Agreement (provided, however, that such determination shall not be required if the Hotel Manager shall not have commenced such dispute resolution procedures within five (5) shall have occurred with respect Business Days of OpBiz delivering notice of the Event of Default to a Management Memberthe Hotel Manager), such Management Member then the Starwood Members shall have the right, but not the obligation, to sell right (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d)12.02, to cause the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under all (but not less than all) of the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedStarwood Members' Starwood Interests (the "Put Securities"). (ea) Notwithstanding anything The Put Right may be exercised by the Starwood Members by Starwood delivering written notice (the "Put Notice") to the contrary contained in this Section 2.03, Company at any Units time after such termination but prior to 180 days after such termination. Each Put Notice will set forth the Starwood Members' calculation of the Put Price and the time and place for the closing of the transaction which will be (i) no earlier than 60 days nor later than 120 days after the date on which the Company receives the Put Notice or (ii) if the Company delivers a Management Member has elected to sell to the Company, but which Dispute Notice in accordance with Section 2.03(d12.02(e), no later than 120 days after the date on which the matters subject to the Dispute Notice are finally and conclusively determined pursuant to Section 12.02(e). At the closing, the Starwood Members will convey the Starwood Interests to the Company free and clear of all liens, claims and encumbrances. (b) are not purchased at The Company will, in connection with such purchase, be entitled to receive customary representations and warranties from the applicable time provided in this Section 2.03, Starwood Members regarding the ownership of and title to their Starwood Interests. (c) The aggregate purchase price for the Put Securities (the "Put Price") shall be purchased equal the greater of (i) the Deemed Liquidation Amount and (ii) an amount equal to the sum of the Starwood Members' Capital Contributions less any amounts received by the Company on the tenth Business Day after such date or dates that it is no longer permitted Starwood Members pursuant to defer purchasing such Units under 6.03, Section 2.03(d), 6.04 and the Company shall give such Management Member five Business Days prior notice of any such purchase.Section 6.05

Put Right. 6.2.1 Each Investor may require the Founders and the FounderCos to jointly and severally purchase all or part of the Series A Preferred Shares then outstanding and held by it in accordance with this Clause 6.2 by giving written notice (a"Put Notice") Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant Company specifying the number of Series A Preferred Shares to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell be purchased (the "Put RightShares") beginning and the purchase date ("Put Date") on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable which such Series A Preferred Shares are to such Qualified IPO and (y) the be purchased, being a date that is at least six sixty (660) months and one day after, days following the Sale Date ( the later date of (x) and (y) such written notice. The applicable aggregate put amount pursuant to Clause 6.2.2 below shall be referred to as the "First Put DateAmount"), and . 6.2.2 In the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as event of the occurrence of (a) a Qualified IPO does not occur on or before the date which is twenty four (24) months after the Management Member exercises such Put Right. For the avoidance of doubtCompletion Date, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units the following events that would, in the applicable First Put Date shall send written notice to reasonable opinion of the Investors after having consulted with their respective professional advisers, render a Qualified IPO incapable of being consummated within twenty four (24) months after the Completion Date: (i) the Company of his or her intention the Founders fail to sell such Units pursuant to this Section 2.03. Subject to the exercise of duly observe or perform any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at covenants or agreements on the principal office part of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common StockFounders, as the case may be, there exists under Clauses 2 to 10 of this Agreement or Schedule 8 of the Subscription Agreement in any material respect, and such failure continues for a Financing Default period of thirty (30) days after the date on which prohibits any written notice of such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that failure, requiring the Company is or the Founders, as the case may be, to remedy the same, shall have been given to the Company by any holder of the Series A Preferred Shares; (ii) the WFOE, the VIE Entity or its shareholders fail to duly observe or perform any of the covenants or agreements under the VIE Agreements, and such failure continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the WFOE, VIE Entity or its shareholders to remedy the same, shall have been given to the Company by any holder of the Series A Preferred Shares; or (iii) the resignation or dismissal of the Key Managers （Mr. E▇▇▇ ▇▇▇▇ (杨庆) and M▇. ▇▇▇▇▇ ▇▇ (伍国樑)） from the Company, each Investor shall have the right (but not obligated the obligation) to pay require the Founders and the FounderCos to jointly and severally to purchase all or part of the Series A Preferred Shares then outstanding and held by it, at a price per Series A Preferred Share equal to the aggregate of: the Subscription Price Per Share paid by such Investor plus an amount that would provide the holders of the Series A Preferred Shares with an internal rate of return of 12% per annum on each such Series A Preferred Share in respect of the Subscription Price Per Share calculated from the Completion Date up to and including the Put Date in respect of each such Series A Preferred Share. 6.2.3 The put right provided for under Clause 6.2.2 shall be exercisable at any Units as described time prior to the third (3rd) anniversary of the Completion Date ("Expiration Date") and shall expire if the Founders and FounderCos have not been served the Put Notice before the Expiration Date provided that (i) in the first sentence event of Section 2.03(cthe occurrence of the circumstances set out in Clause 6.2.2(a), the put right shall be exercisable only after the second (2nd) anniversary of the Completion Date and (ii) in the event of the occurrence of the circumstances set out in Clause 6.2.2 (b) the put right shall be exercisable at any time before the second (2nd) anniversary of the Completion Date. 6.2.4 The Investors shall have the right to require the Founders and the FounderCos, jointly and severally, to purchase from the Investors all of the Put Shares for the Put Amount on or before the Put Date. An annual default interest rate of 12% shall apply to the unpaid Put Amount due on the Put Date. 6.2.5 The put right provided for under this Clause 6.2 shall be secured by a pledge of the Ordinary Shares held by the Controlling Shareholders pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedShare Charge. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "‘‘Put Right"’’) beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "‘‘lock-up" ’’ period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "‘‘First Put Date"’’), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. (a) Subject The Company hereby covenants and agrees to promptly provide written notice to the Call Right described in Section 2.02Additional Rollover Stockholders of the occurrence of a Triggering Event. Within 5 days after receiving written notice from the Company of the occurrence of the Triggering Event, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member each Additional Rollover Stockholder shall have the right, but not the obligation, to sell right (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and require the Company shall be required to purchase from such Management Member, a number all or any portion of such Management Member's Units as determined by such Management Member, its Additional Rollover Securities at a purchase price per Unit Additional Rollover Security equal to the Fair Market Value Call Price (as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event price may be adjusted pursuant to Sections 2.02(a)(i) or (ii) Section 3(d)), in accordance with respect to such Management Memberthe terms of this Article 4. (b) Each Management Member who desires to sell any of his or her Units following Such Additional Rollover Stockholder shall exercise the applicable First Put Date shall send Right described in paragraph (a) above by delivering written notice (the "Put Notice") to the Company specifying (i) the number of his or her intention Additional Rollover Securities to sell such Units pursuant to this Section 2.03. Subject be sold to the exercise Company, (ii) the Call Price therefor and (iii) the date that such Additional Rollover Securities shall be sold to the Company (which date shall be not less than 30 nor more than 60 days after the date of such written notice). (c) The closing of any Call Right pursuant to Section 2.02, the closing of the purchase under this Article 4 shall take place be held at the principal office of the Company at 11:00 o'clock A.M. local time on a the date specified by in the Company no later than 30 days after Put Notice or at such other time and place as the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay parties to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case transaction may be, there exists a Financing Default which prohibits any such issuance or purchaseagree upon. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased deliver at the applicable time provided closing by certified or bank check or wire transfer, payment in this Section 2.03, shall be purchased by full for the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.Additional

Put Right. (a) Subject At any time from and after the earliest to occur of: (i) the Call Right described Maturity Date; (ii) the payment in Section 2.02, following a Qualified IPO full of at least seventy-five percent (75%) of the outstanding Obligations under the Credit Agreement; (iii) an uncured Event of Default (as defined in the Credit Agreement); and for so long as no Termination Event pursuant to Section 2.02(a)(iii(iv) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell consummation of any Sale Transaction (the "Put Right") beginning on the later of (x) the first date immediately following the expiration occurrence of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) of the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be foregoing events being hereinafter referred to as the "First Put Date"a “Warrant Trigger Event”), and the Holder may demand that the Company shall be required to purchase from such Management Member, a number all (but not less than all) of such Management Member's Units as determined by such Management Member, at a price per Unit this Warrant for an amount equal to the Fair Market Value as Redemption Price by delivery of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention (the date such notice is delivered to sell such Units pursuant the Company shall hereinafter be referred to this Section 2.03as, the “Put Demand Date”). Subject to the exercise other provisions of any Call Right pursuant to this Section 2.029.1, the closing of the purchase Redemption Price shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay be payable to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing Holder (A) in the aggregate purchase price case of the Units being sold by such Management Member by (B) the Public Share FMV as Holder’s exercise of the close of trading Put Right in connection with a Warrant Trigger Event set forth in clauses (ii) or (iii), on the trading day immediately prior to date of the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase repayment of such Units (together with any other purchases Obligations under the Credit Agreement or consummation of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) Sale Transaction or (B) in the issuance case of shares by the IPO Entity or Holder’s exercise of the purchase Put Right other than as provided in the foregoing clause (A), on the ninetieth (90th) day immediately following the Put Demand Date (the relevant date above, the “Put Payment Date”), upon surrender of such shares by this Warrant to the Company would result (x) at its Chief Executive Office. Notwithstanding the foregoing, the commencement of a case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in a violation effect in respect of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries (other than an involuntary case that is dismissed, bonded or discharged within sixty days) shall constitute a Warrant Trigger Event and the Holder shall be deemed to have automatically exercised its Put Right upon, and the Put Payment Date shall be the same day as, the occurrence thereof (without the requirement to deliver any of its or their assets notice). (including any unavailability b) In the event of a registration statement or exemption from registration necessary Sale Transaction, the Holder shall be entitled to allow delivery receive the Redemption Price by wire transfer of shares immediately available funds to any account in the United States of Issuer Common Stock America specified by written notice to the Management Member(s))Company. In the event that there shall be more than one Holder, (y) after giving effect thereto, in a Financing Default or (z) in each other Holder acknowledges and agrees that only the Company being required to disgorge any profit Requisite Holders may exercise the Put Right and that the Requisite Holders may act on behalf of all other Holders with respect to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as matters described in the first sentence of Section 2.03(c9. (c) pursuant to the terms Upon surrender of this Warrant in accordance with the procedures set forth in Section 2.03(d9.1(a), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated right to purchase such Units Warrant Shares represented by this Warrant shall terminate and has deferred its this Warrant shall represent the right of the Holder to make such purchase until such violation, potential liability under receive only the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to Redemption Price from the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which Company in accordance with Section 2.03(d) are not purchased at the applicable time provided in 9.1. The Holder’s right to demand redemption of this Warrant pursuant to this Section 2.03, 9.1 shall be purchased by referred to herein as the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchaseHolder’s “Put Right.”

Put Right. (a) Subject to In the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event event that the Bayer Parties terminate the Service Agreement pursuant to Section 2.02(a)(iii8(a)(i) shall have occurred with respect to thereof as the result of an Uncured KPI Failure, as such term is used therein and such Uncured KPI failure occurs during the first thirty-six (36) months of the term of the Service Agreement (a Management Member"QUALIFYING BAYER TERMINATION"), then within thirty (30) days of such Management Member termination, the Bayer Parties shall have the right, but not right to put the obligation, Shares acquired herein to sell the Company (the "Put RightPUT RIGHT") beginning on at the later lesser of (xA) the first date immediately following total dollar amount of the expiration Quarterly Installments of any Company or underwriter "lock-up" period applicable to such Qualified IPO and the Annual Payments (yas defined in the Service Agreement) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and received by the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Righttermination, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares current Multiple Price multiplied by the IPO Entity or number of Performance Shares (the purchase lesser of such shares by (A) and (B), the Company would result (x) in "PUT PRICE"). The Put Price shall be paid to the Bayer Parties over a violation period of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable time no longer than the period of time from the date hereof until the date of the Qualifying Bayer Termination. All Non-Performance Shares shall be returned to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption in exchange for releasing the Bayer Parties from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right obligation to make such purchase until such violation, potential liability any future Annual Payments under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedService Agreement (it being acknowledged that this is the only circumstance under which the Annual Payments are to be offset without United's consent). (eb) Notwithstanding anything to the contrary contained in this Section 2.03Agreement, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased all repurchases of Shares by the Company on shall be subject to applicable restrictions contained in the tenth Business Day after Delaware General Corporation Law and in the Company's and its Subsidiaries debt and equity Confidential Information redacted and filed separately with the Commission. financing agreements. If any such date restrictions prohibit the repurchase of Shares hereunder which the Company is otherwise entitled or dates that it is no longer permitted required to defer purchasing such Units under Section 2.03(d)make, the time periods provided in Sections 2 and 3 shall be suspended, and the Company shall give may make such Management Member five Business Days prior notice of any repurchases as soon as it is permitted to do so under such purchaserestrictions.

Put Right. In the event that the (ai) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) Company shall have occurred timely filed the Registration Statement in accordance with respect to a Management MemberSection 2 hereof, such Management Member (ii) Registration Statement is declared effective on or before the Effectiveness Date, (iii) the Company is otherwise in compliance with the covenants contained in the Securities Purchase Agreement and the Registration Rights Agreement on the Effectiveness Date and (iv) the representations and warranties set forth on Schedule II hereto are true and correct on the Effectiveness Date, the Company shall have the rightright (the "Put Right"), but not the obligation, for a period of thirty (30) days after the Effectiveness Date, to sell require RFL to purchase the Second Supplemental Securities for an aggregate purchase price (the "Put RightPurchase Price") beginning on equal to One Hundred Fifteen Thousand Dollars ($115,000). In the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and event the Company shall be required elects to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to exercise the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay shall send a written notice (the "Put Notice"), within such thirty-day period, to RFL stating that the Management Member Company has elected to exercise the Put Right, certifying that the conditions set forth above in clauses (i) through (iv) of this Section 3 have been satisfied and specifying the date (the "Put Closing Date") on which the closing (the "Put Closing") for the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price and sale of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere hereinSecond Supplemental Securities shall occur, the Company which date shall not be obligated earlier than the tenth (10th) day after the delivery of the Put Notice to purchase any Units at any time pursuant to this Section 2.03 RFL or later than the sixtieth (60th) day after the Effectiveness Date. On the Put Closing Date, (i) RFL shall, subject to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) receipt of the 1934 Act or documents contemplated by clauses (iiii)(A) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(cthrough (ii)(C) pursuant to the terms below of this Section 2.03(d)3, pay the Company shall promptly notify any Management Member that has delivered a notice Put Purchase Price by wire transfer of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.immediately available funds denominated in

Put Right. Notwithstanding anything to the contrary in this Warrant, Holder shall have the right to require the Company to repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to the greater of (a) Subject $525,000 and (b) the product of 1.5, multiplied by the Warrant Price, and multiplied by the number of shares issuable upon exercise of this Warrant. Holder may exercise this “put right” at any time commencing on the earlier of (i) ten (10) days prior to the Call Right described in Section 2.02occurrence of a Liquidity Event, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. the time Holder receives notice that a Liquidity Event has occurred, and (biii) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of his or her intention to sell such Units Holder’s election pursuant to this Section 2.03. Subject 1.7; provided that (A), in case of the early expiration or termination of this Warrant due to the an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), Holder must exercise such “put right,” if at all, no later than upon such early expiration or termination, (B) in case of any Call Right pursuant to Section 2.02Acquisition other than one where the sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (x) the consummation of such Acquisition, if Holder has been provided fifteen (15) days prior notice of such Acquisition specifically referencing this “put right” or (y) if such notice is note provided by that time, the closing fifteenth (15th) day following the notice to Holder of such Acquisition specifically referencing this “put right” and (C), in case of any registered public offering of the purchase shall take place Company’s common stock, Holder must exercise such “put right,” if at all, not later than the principal office thirtieth (30th) day following the later of (i) the expiration of the lock-up period, if any, and (ii) the 210th day following such public offering. For purposes of this Warrant, a “Liquidity Event” is the first of the following events to occur after the Issue Date: any adoption of resolutions by the Board of Directors of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 dissolve or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceased. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to liquidate the Company, but which in accordance with Section 2.03(d) are not purchased at any expiration or termination of this Warrant, any registered public offering of the applicable time provided in Company’s common stock, and any Acquisition. In any event, the rights of Holder under this Section 2.03, shall be purchased by 1.7 terminate upon the Company on the tenth Business Day after such date expiration or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice termination of any such purchasethis Warrant.

Put Right. 6.2.1 Each Investor may require the Founders and the FounderCos to jointly and severally purchase all or part of the Series A Preferred Shares then outstanding and held by it in accordance with this Clause 6.2 by giving written notice (a"Put Notice") Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant Company specifying the number of Series A Preferred Shares to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell be purchased (the "Put RightShares") beginning and the purchase date ("Put Date") on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable which such Series A Preferred Shares are to such Qualified IPO and (y) the be purchased, being a date that is at least six sixty (660) months and one day after, days following the Sale Date ( the later date of (x) and (y) such written notice. The applicable aggregate put amount pursuant to Clause 6.2.2 below shall be referred to as the "First Put DateAmount"), and . 6.2.2 In the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as event of the occurrence of any of the following: (a) a Qualified IPO does not occur on or before the date which is twenty four (24) months after the Management Member exercises such Put Right. For the avoidance of doubtCompletion Date, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires the Company or the Founders fail to sell duly observe or perform any of his the covenants or her Units following agreements on the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office part of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common StockFounders, as the case may be, there exists under Clauses 2 to 10 of this Agreement or Schedule 8 of the Subscription Agreement in any material respect, and such failure continues for a Financing Default period of thirty (30) days after the date on which prohibits any written notice of such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that failure, requiring the Company or the Founders, as the case may be, to remedy the same, shall have been given to the Company by any holder of the Series A Preferred Shares, (c) the WFOE, the VIE Entity or its shareholders fail to duly observe or perform any of the covenants or agreements under the VIE Agreements, and such failure continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the WFOE, VIE Entity or its shareholders to remedy the same, shall have been given to the Company by any holder of the Series A Preferred Shares, (d) resignation or demission of the Key Managers（Mr. E▇▇▇ ▇▇▇▇ (杨庆) and M▇. ▇▇▇▇▇ ▇▇ (伍国樑)） from the Company, or (e) the Actual 2014 Net Profit After Tax (as defined in Subscription Agreement) is less than RMB 80,000,000, each Investor shall have the right (but not obligated the obligation) to pay require the Founders and the FounderCos to jointly and severally to purchase all or part of the Series A Preferred Shares then outstanding and held by it, at a price per Series A Preferred Share equal to the aggregate of: the Subscription Price Per Share paid by such Investor plus an amount that would provide the holders of the Series A Preferred Shares with an internal rate of return of 12% per annum on each such Series A Preferred Share in respect of the Subscription Price Per Share calculated from the Completion Date up to and including the Put Date in respect of each such Series A Preferred Share. 6.2.3 The put right provided for under Clause 6.2.2(a) shall be exercisable at any Units as described in time (i) after the first sentence second (2nd) anniversary of Section 2.03(cthe Completion Date and (ii) prior to the third (3rd) anniversary of the Completion Date ("Expiration Date"), and shall expire if the Founders and FounderCos have not been served the Put Notice before the Expiration Date. 6.2.4 The Investors shall have the right to require the Founders and the FounderCos, jointly and severally, to purchase from the Investors all of the Put Shares for the Put Amount on or before the Put Date. An annual default interest rate of 12% shall apply to the unpaid Put Amount due on the Put Date. 6.2.5 The put right provided for under this Clause 6.2 shall be secured by a pledge of the Ordinary Shares held by the Controlling Shareholders pursuant to the terms of this Section 2.03(d), the Company shall promptly notify any Management Member that has delivered a notice of exercise of a Put Right that it is not obligated to purchase such Units and has deferred its right to make such purchase until such violation, potential liability under the 1933 Act or 1934 Act or Financing Default would not result therefrom or has ceasedShare Charge. (e) Notwithstanding anything to the contrary contained in this Section 2.03, any Units which a Management Member has elected to sell to the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d), and the Company shall give such Management Member five Business Days prior notice of any such purchase.

Put Right. If the Hotel Management Agreement is terminated for any reason other than (ai) Subject to expiration by its terms or (ii) an action or omission by the Call Right described in Section 2.02, following a Qualified IPO and for so long Hotel Manager that constitutes an Event of Default under the Hotel Management Agreement as no Termination Event determined upon the conclusion of the dispute resolution procedures pursuant to Section 2.02(a)(iii10 of the Hotel Management Agreement (provided, however, that such determination shall not be required if the Hotel Manager shall not have commenced such dispute resolution procedures within five (5) shall have occurred with respect Business Days of OpBiz delivering notice of the Event of Default to a Management Memberthe Hotel Manager), such Management Member then the Starwood Members shall have the right, but not the obligation, to sell right (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member. (b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than 30 days after the giving of such notice. (c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member. (d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice) or (B) the issuance of shares by the IPO Entity or the purchase of such shares by the Company would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Company or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in the Company being required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits any such issuance or purchase. The Company agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that the Company is not obligated to pay for any Units as described in the first sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d12.02, to cause the Company to purchase all (but not less than all) of the Starwood Members' Starwood Interests (the "Put Securities"). (a) The Put Right may be exercised by the Starwood Members by Starwood delivering written notice (the "Put Notice") to the Company at any time after such termination but prior to 180 days after such termination. Each Put Notice will set forth the Starwood Members' calculation of the Put Price and the time and place for the closing of the transaction which will be (i) no earlier than 60 days nor later than 120 days after the date on which the Company receives the Put Notice or (ii) if the Company delivers a Dispute Notice in accordance with Section 12.02(e), no later than 120 days after the date on which the matters subject to the Dispute Notice are finally and conclusively determined pursuant to Section 12.02(e). At the closing, the Starwood Members will convey the Starwood Interests to the Company free and clear of all liens, claims and encumbrances. (b) The Company will, in connection with such purchase, be entitled to receive customary representations and warranties from the Starwood Members regarding the ownership of and title to their Starwood Interests. (c) The aggregate purchase price for the Put Securities (the "Put Price") shall equal the greater of (i) the Deemed Liquidation Amount and (ii) an amount equal to the sum of the Starwood Members' Capital Contributions less any amounts received by the Starwood Members pursuant to 6.03, Section 6.04 and Section 6.05 of this Agreement. Until the Put Price is paid, the Put Securities shall remain outstanding and the holders of the Put Securities shall retain all rights associated therewith. (d) If the Company disagrees with the Starwood Members' determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company or the amount of the debts and obligations of OpBiz, MezzCo or the Company and, therefore, the Put Price, the Company shall promptly notify any Management Member that has delivered deliver notice (also a notice "Dispute Notice") of exercise of such dispute within 20 days after the Company receives the Put Notice. If the Company fails to deliver a Put Right that it is not obligated Dispute Notice within such 20-day period, the Company will be deemed to purchase such Units and has deferred have irrevocably waived its right to make deliver a Dispute Notice. Any Dispute Notice must specify in reasonable detail those items or amounts as to which the Company disagrees and the basis for its disagreement. The Company will be deemed to have agreed with all other items and amounts contained in the Put Notice to which no objection has been made. The parties shall negotiate in good faith to agree on the Fair Market Value or the amount of the debts and obligations of OpBiz, MezzCo or the Company, as applicable. If the parties are unable to agree on the Fair Market Value within ten days after delivery of the Dispute Notice, each of the Starwood Members, on the one hand, and the Company on the other hand, shall select an independent appraiser experienced in valuing hotel and casino properties and shall give written notice to the other of the appraiser so selected. The first of those parties to receive such purchase until a notice (also the "First Notice") shall have ten days after receipt thereof to give the other of such violationparties written notice of its selection of a second appraiser (also the "Second Notice"). If the Second Notice is not given within the requisite time, potential liability under the 1933 Act Person or 1934 Act Persons delivering the First Notice shall use that Person's or Financing Default would not result therefrom Persons' best efforts to cause the single appraiser to selected to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members and the Company promptly thereafter. The amount set forth in that notice shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. In the event the Second Notice is properly given within the requisite time, the Starwood Members and the Company shall each use their best efforts to cause the appraiser selected by them or has ceasedit to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members and the Company promptly thereafter. In the event the Fair Market Value of the assets of OpBiz, MezzCo and the Company set forth in the notice given by one of the appraisers is the same as the amount set forth in the notice given by the other appraiser, the amount set forth in those notices shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. In the event the amounts set forth in those notices differ but the higher of such amounts is no more than 110% of the lower of such amounts, an average of the two shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. In all other events, the Starwood Members and the Company shall use their best efforts to cause the two appraiser to select promptly a third appraiser and to cause the third appraiser to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members and the Company promptly thereafter. The amount set forth in that notice shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. If the parties are unable to agree on the amount of debts and obligations of any of OpBiz, MezzCo or the Company within ten days after delivery of the Dispute Notice, the matters subject to dispute as described in the Dispute Notice will be resolved by submission to the Accountants for determination of the amount or amounts in dispute. If the items in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to the parties by the Accountants will be binding and conclusive on the parties; and (iii) the fees of the Accountants for such determination shall be allocated by the Accountant between the Starwood Members, on the one hand, and the Company, on the other hand, as the Accountant may deem equitable based on the results of the claims and defenses. (e) Notwithstanding anything If the Company fails to perform its obligation to purchase the contrary contained in Put Securities pursuant to this Section 2.0312.02, any Units which a Management Member has elected the Starwood Members shall, for purposes of calculating the Members' Percentage Interests, be deemed to sell have contributed an amount of Additional Capital equal to three times the Company, but which in accordance with Section 2.03(d) are not purchased at the applicable time provided in this Section 2.03, shall be purchased by the Company on the tenth Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 2.03(d)Put Price, and the Company Percentage Interests of each Member shall give such Management Member five Business Days prior notice be adjusted accordingly. (f) If the Percentage Interests of BH/RE and its direct or indirect transferees to fall below 34% in the aggregate (the "Minimum Percentage") (and, for purposes of this calculation only, treating three times the principal amount outstanding of any note described in Section 4.02(b) as being Additional Capital contributed by the Member holding such purchasenote) then, during any period in which both (i) the aggregate Percentage Interests of BH/RE and such transferees is less than the Minimum Percentage and (ii) the Percentage Interest of Starwood is more than two times the aggregate Percentage Interests of BH/RE and such transferees, each reference in Sections 7.02(a), (e) and (g) (other than the last paragraph thereof) to "Starwood" shall be deemed to be a reference to "BH/RE" and each reference therein to "BH/RE" shall be deemed to be a reference to "Starwood" (except that the phrases "unless Starwood's rights have terminated as contemplated by Section 9.04" shall still apply to limit Starwood's rights under those sections).