Common use of Put Right Clause in Contracts

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. 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 delivery of the notice referred to in Section 4(a)(ii)).

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (i) If the Participant's employment with “Put Right”), to cause the Company to redeem, from time to time, all or any portion of the Preferred Units then held by the Preferred Members. To exercise the Put Right, the Requisite Preferred Holders, on behalf of the Preferred Members, shall notify the Company and Subsidiaries terminates due to Xspand, in writing (a “Put Notice”), that the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof Preferred Members are electing to sell to the Company and that number of Preferred Units specified in such Put Notice for the Put Price. 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of consummate the purchase of Options, the difference between Preferred Units specified in such Put Notice for the Fair Market Value Put Price. The closing of any purchase and sale of the Option Share underlying Preferred Units specified in such Put Notice shall take place at the Option (measured as principal office 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. 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 such other location agreed 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 by the Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (10) days following receipt of such Put Notice. At such closing, the Company shall be required to purchase (subject deliver to the provisions Preferred Members the Put Price (which shall be allocated to the Preferred Members on a pro rata basis based on the number of Section 5 hereof), on one occasion Preferred Units being redeemed from the Participant and his Permitted Transferees, if applicable, all each Preferred Member) either (but not less than ally) in cash by wire transfer of the Option Shares then held immediately available funds to accounts designated by the Participant Preferred Members or (z) through the issuance and such other delivery to the Preferred Members of a number of Option Shares held by the Participant's Permitted Transferees as the Participant may request at a price per Option Share shares of Xspand Common Stock equal to the Fair Market Value of such Option Share (measured as Applicable Percentage of the delivery Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the notice referred to in Section 4(a)(ii))Preferred Units have been redeemed from the Preferred Members.

Put Right. (a) Subject to Section 10.4(c), and so long as Operator holds a direct or indirect Membership Interest in the Company, in the event that (and only in the event that): (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the CompanyHotel Management Agreement is terminated by TRS SUB, for (A) the Vested Portion of all Options and (Bii) all Option SharesOperator is replaced as the hotel manager by an Affiliate of CWI or AREP I Perimeter LLC, within 120 days after such termination of employment 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 a Delaware limited liability company (subject to the provisions of Section 5 hereof“AREP”), on one occasion from the Participant and his Permitted Transferees, if as applicable, all the Members shall hereby grant Operator the right (the “Put Right”), in its sole and absolute discretion, to cause AM to put all, but not less than all) , of (1) Participant's Vested Portion Operator’s proportionate share of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) AM’s direct Membership Interests in the case of Company (the purchase of Options“Marcus Interest”) (e.g., the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to if AM owns a 43% interest in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due Operator owns a 25% interest in AM, the Marcus Interest would be a 10.75% direct interest in the Company) to Retirement CWI and AREP (as the remaining member of AM), provided that, Operator’s exercise of the Participant prior Put Right shall be conditioned upon Operator’s written notice (the “Put Exercise Notice”) being delivered to Managing Member and Co-Managing Member within thirty (x30) 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 Sharesthe Hotel Management Agreement is terminated (the “Termination Date”), . The Put Exercise Notice shall specify a purchase price (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“Put Price”) 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 fair market value of such Option Share (measured the Marcus Interest valued as of the Termination Date, as reasonably determined by Operator; provided, however, in the event that Managing Member disputes Operator’s reasonable determination of the fair market value of the Marcus Interest as set forth in the Put Exercise Notice, Managing Member may provide written notice (the “Put Price Dispute Notice”) to Operator of such dispute within fifteen (15) Business Days after Operator’s delivery of the notice referred Put Exercise Notice. For the avoidance of doubt, if Operator fails to in deliver the Put Exercise Notice within such thirty (30) day period, Operator hereby forever waives its rights under this Section 4(a)(ii))10.4.

Put Right. (i) If At any time and from time to time on or after the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death --------- seventh anniversary of the Participant prior to Initial Closing Date, but not after the earlier consummation of (x) a Public Offering or (y) a Sale of the CompanyOffering, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant each Institutional Investor shall have the right, subject right to the provisions of Section 5 hereof to sell to require the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof)repurchase all, on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all, of the outstanding Investor Stock held by such Institutional Investor and its Affiliates at the Repurchase Price (as defined below) by giving written notice to the Company of such Institutional Investor's exercise of this right (1the "Exercise Notice"). Within 10 days after receipt of an Exercise Notice, the --------------- Company shall give written notice (the "Repurchase Notice") Participant's Vested Portion to each other holder ----------------- of all Options and (2) Investor Stock, setting forth the identity of the Institutional Investor tendering such Exercise Notice, the number of Option Shares then held by the Participant shares of Investor Stock to be repurchased from such Investor, and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case reasonable approximation 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. 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 fair market value of the Company, for all Option Shares issued 181 days or more prior 's assets (net of any Company liabilities senior in liquidation preference to the date Investor Stock) and of termination each share of employment Investor Stock at the time of such Repurchase Notice. Each Investor shall be entitled to join in such repurchase and require the Company to purchase all, but not less than all, of the ParticipantInvestor Stock held by such Investor and its Affiliates at the same closing, at the same price, and on the same terms as the Institutional Investor tendering the Exercise Notice by giving Exercise Notice 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 20 days after the date of issuance the Repurchase Notice. Promptly (but in any event within 3 business days after the end of such Option Sharesthis 20-day period), the Participant Company shall have send each Investor written notice updating the right, subject to information contained in the provisions Repurchase Notice (the "Revised Repurchase Notice"). The Revised Repurchase ------------------------- Notice shall also set forth a time (which shall be not less than 5 nor more than 10 business days after the date of Section 5 hereof, to sell to such notice) and place for a meeting between the Company and the Company shall be required to purchase (subject to the provisions holders of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) a majority of the Option Shares then held by Investor Stock which the Participant and such other number of Option Shares held by Company has been requested to repurchase (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 delivery of the notice referred to in Section 4(a)(ii"Majority Holders")).. ----------------

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (Ai) the Vested Portion of all Options and (Bii) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section SECTION 5 hereof hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section SECTION 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1i) Participant's Vested Portion of all Options and (2ii) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferabletransferrable, held by the Participant's Permitted Transferees as the Participant may request at a price per 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 SECTION 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section SECTION 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share). 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 SECTION 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 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 delivery of the notice referred to in Section SECTION 4(a)(ii)).

Put Right. (i) If Notwithstanding anything to the Participant's employment with contrary in this Warrant, Holder shall have the right to require the Company and Subsidiaries terminates due to the Disability or death of the Participant prior repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $900,000. Holder may exercise this “put right” at any time commencing on the earlier of (xi) ten (10) days prior to the occurrence of a Public Offering or Liquidity Event, (yii) the time Holder receives notice that a Sale Liquidity Event has occurred, and (iii) the time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of Holder’s election pursuant to this Section 1.7; provided that (A), in case of the Companyearly expiration or termination of this Warrant due to an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), for (A) the Vested Portion of all Options and Holder must exercise such “put right,” if at all, no later than upon such early expiration or termination, (B) all Option Shares, within 120 days after such termination of employment 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of any Acquisition other than one where the purchase of Optionssole consideration is cash, 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 Holder must exercise such Option Shares and (ii) in the case of the purchase of Option Shares“put right,” if at all, no later than (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value consummation of such Option Share Acquisition, if Holder has been provided fifteen (measured as of the delivery of the 15) days prior notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and Acquisition specifically referencing this “put right” or (y) if such termination occurs after the date which notice is 18 months from the date of this Agreementnote provided by that time, the Fair Market Value fifteenth (15th) day following the notice to Holder of such Option Share. If the Participant's employment with the Company Acquisition specifically referencing this “put right” and Subsidiaries terminates due to Retirement (C), in case of the Participant prior to (x) a Public Offering or (y) a Sale any registered public offering of the Company’s common stock, for all Option Shares issued 181 days Holder must exercise such “put right,” if at all, not later than the 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 to dissolve or more prior to liquidate the date of Company, any expiration or termination of employment this Warrant, any registered public offering of the ParticipantCompany’s common stock, within 90 days after such date and any Acquisition. In any event, the rights of Holder under this Section 1.7 terminate upon the expiration or 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 delivery of the notice referred to in Section 4(a)(ii))this Warrant.

Put Right. (i) If Notwithstanding anything to the Participant's employment with contrary in this Warrant, Holder shall have the right to require the Company and Subsidiaries terminates due to the Disability or death of the Participant prior repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $1,170,833.34. Holder may exercise this “put right” at any time commencing on the earlier of (xi) ten (10) days prior to the occurrence of a Public Offering or Liquidity Event, (yii) the time Holder receives notice that a Sale Liquidity Event has occurred, and (iii) the time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of Holder’s election pursuant to this Section 1.7; provided that (A), in case of the Companyearly expiration or termination of this Warrant due to an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), for (A) the Vested Portion of all Options and Holder must exercise such “put right,” if at all, no later than upon such early expiration or termination, (B) all Option Shares, within 120 days after such termination of employment 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of any Acquisition other than one where the purchase of Optionssole consideration is cash, 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 Holder must exercise such Option Shares and (ii) in the case of the purchase of Option Shares“put right,” if at all, no later than (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value consummation of such Option Share Acquisition, if Holder has been provided fifteen (measured as of the delivery of the 15) days prior notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and Acquisition specifically referencing this “put right” or (y) if such termination occurs after the date which notice is 18 months from the date of this Agreementnote provided by that time, the Fair Market Value fifteenth (15th) day following the notice to Holder of such Option Share. If the Participant's employment with the Company Acquisition specifically referencing this “put right” and Subsidiaries terminates due to Retirement (C), in case of the Participant prior to (x) a Public Offering or (y) a Sale any registered public offering of the Company’s common stock, for all Option Shares issued 181 days Holder must exercise such “put right,” if at all, not later than the 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 to dissolve or more prior to liquidate the date of Company, any expiration or termination of employment this Warrant, any registered public offering of the ParticipantCompany’s common stock, within 90 days after such date and any Acquisition. In any event, the rights of Holder under this Section 1.7 terminate upon the expiration or 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 delivery of the notice referred to in Section 4(a)(ii))this Warrant.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. 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 delivery of the notice referred to in Section 4(a)(ii)).

Put Right. lf, during the two (i2) If year period commencing on the Participant's employment with Effective Date, there is not either (a) a Change of Control that enables Employee to sell any of the Company and Subsidiaries terminates due shares of capital stock of Groupon then owned by Employee (the “Employee Shares”) (b) an initial underwritten public offering of Groupon’s securities registered pursuant to the Disability Securities Act of 1933, as amended, or death (c) an offer from a bona fide third-party purchaser on any secondary market for shares of private companies (including, but not limited to, SecondMarket and SharesPost) to purchase any of the Participant prior to the earlier shares of (x) a Public Offering or (y) a Sale capital stock of the CompanyGroupon then owned by Employee, for (A) the Vested Portion of all Options and (B) all Option Sharesthen Employee, within 120 sixty (60) days after the expiration of such termination of employment the Participant two-year period, shall have the right, subject one-time right and option (the “Put Right”) to the provisions of Section 5 hereof to sell to the Company and the Company shall be required require Groupon to purchase (subject up to $2,000,000 worth of 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Employee Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between based upon the Fair Market Value (as hereinafter defined) of the Option Share underlying common stock of Groupon, by delivering notice of such exercise (a “Put Exercise Notice”) in writing to Groupon. If the Option (measured as Put Right is exercised, then Employee shall be obligated to sell, and Groupon shall be obligated to purchase, the Employee Shares requested to be purchased in the Put Exercise Notice. Following receipt of the delivery of Put Exercise Notice, Employee and Groupon shall then mutually select an independent valuation firm to determine 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the current Fair Market Value of such Option Share Employee Shares. The determination of such independent valuation firm shall be final and binding on the parties. Within ten (measured as 10) days following such determination, Employee and Groupon shall consummate the purchase and sale transaction with respect to such Employee Shares and the purchase price therefore shall be payable in cash. In connection therewith, Groupon will be entitled to receive customary representations and warranties from Employee (including representations and warranties regarding good title to the shares, the absence of any liens on such title or other encumbrances with respect to the sale of the delivery of the notice referred to in Section 4(a)(ii)) shares and the Cost ability of such Option Share Employee to consummate the sale). Notwithstanding the foregoing, Employee shall not be entitled to deliver a Put Exercise Notice, and the Put Right shall automatically terminate and become null and void, if during the two (y2) if such termination occurs after year period commencing on the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's Effective Date Employee voluntarily terminates his employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) for any reason, except for a Public Offering or (y) voluntary termination following 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 delivery of the notice referred to in Section 4(a)(ii))Demotion.

Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment 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 (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per 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, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. 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 delivery of the notice referred to in Section 4(a)(ii)); provided, however, the Company shall in no event be required to purchase Option Shares from the Participant or his Permitted Transferees upon a Retirement pursuant to the provisions of this 4(a)(i) prior to the earlier of (i) the date immediately proceeding a Public Offering (ii) a Sale of the Company or (iii) the Participants 65/th/ birthday.

Put Right. The Bank shall have the option to sell and require the Company to purchase (the "Put Right") a Borrower's Loan in whole or in part to the Company upon the occurrence of any of the following events: (i) If nonpayment of interest on such Borrower's Loan which is uncured for ninety (90) days; (ii) the Participant's employment with filing by such Borrower of a voluntary petition under Title 11; (iii) the Company and Subsidiaries terminates due to the Disability or death commencement of the Participant prior to the earlier of a case against such Borrower under Title 11 (x) a Public Offering resulting in an order for relief which shall not have been stayed or dismissed within sixty (60) days or (y) in which an order for relief shall not have been entered and which shall not have been stayed or dismissed within sixty (60) days after the commencement thereof; (iv) failure by such Borrower to pay the Outstanding Amount at maturity or within thirty (30) days of acceleration in accordance with this Agreement; (v) the Company's breach of performance of its obligations in connection with a Sale Put Right on any Loan, together with its failure to cure within ten (10) days of written notice of such default received by the Company from the Bank; (vi) failure by such Borrower to pledge additional Shares as Collateral when required to do so as a result of a decrease in the Fair Market Value per Share and failure to cure such default within ten (10) days of written notice of such default received by the Borrower from the Bank; or (vii) a default and acceleration of the Companyindebtedness under the Credit Agreement or, for (A) at such time as the Vested Portion Credit Agreement indebtedness shall have been paid in full and not refunded or refinanced and the commitments with respect thereto have been terminated, an event shall have occurred which would have been a default under the deemed Credit Agreement and the expiration of all Options and (B) all Option Shares, within 120 days after such termination applicable periods of employment the Participant grace shall have occurred such that the rightlenders thereunder would have be permitted to accelerate the indebtedness thereunder (in the case of each of (i) - (vii), a "Putable Loan"). At the closing of a Put Right, subject to the provisions of Section 5 hereof to sell to the Company and 4a of this Agreement, the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion Putable Loan from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share Bank for an amount equal to (i) in the case Outstanding Amount of the purchase of OptionsPutable Loan, 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 plus (ii) in the case of the purchase of Option Sharesinterest accrued, (x) if such termination occurs prior to the date which is 18 months from through the date of this Agreementpurchase, on such Putable Loan not to exceed one year's interest; PROVIDED, HOWEVER, that if the principal amount of the Putable Loan exceeds the Ceiling Amount, the greater of Company shall purchase the Fair Market Value of such Option Share Putable Loan from the Bank for an amount equal to (measured as of i) the delivery of the notice referred to in Section 4(a)(ii)Ceiling Amount, plus (ii) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from interest accrued, through the date of this Agreement, the Fair Market Value of such Option Share. 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)purchase, on the Ceiling Amount not to exceed 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 Participantyear'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 delivery of the notice referred to in Section 4(a)(ii))interest.