Common use of Put Right Clause in Contracts

Put Right. (a) In the event any change in or amendment to the applicable Laws of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the 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 (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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the Holder must satisfy in order to exercise the Put Right; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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 required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In 23.1 On and after the event Effective Date, Steelhead may at any change in or amendment time during the term of this Lease cause ▇▇▇▇▇▇▇▇▇▇ to the applicable Laws of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right purchase (the “Steelhead Put Right”), and ▇▇▇▇▇▇▇▇▇▇ shall purchase, the Premises, in whole or in part. The Steelhead Put Right shall be subject to the following requirements: (a) The Steelhead Put Right may be exercised by Steelhead for some or all of the Premises as designated by Steelhead at the Holder’s option, to require the Company to repurchase all or any portion time of exercise of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Steelhead Put Right Notice has been given to the Holder (the “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 PriceProperty”). (b) On The Steelhead Put Right shall be exercised by delivery by Steelhead to ▇▇▇▇▇▇▇▇▇▇, attention of its Manager, of a written notice stating the number of acres in the Put Property and a map indicating the Put Property that is included in the Steelhead Put Right. The delivery date of the notice to ▇▇▇▇▇▇▇▇▇▇ shall be deemed to be the exercise date of the Steelhead Put Right (the “Exercise Date”). (c) The purchase price for the Put Property payable by ▇▇▇▇▇▇▇▇▇▇ upon any exercise of the Steelhead Put Right shall be Three Thousand Dollars ($3,000) per acre (or before portion thereof). (d) The purchase price for the twentieth Put Property shall be paid to Steelhead in immediately available funds to the account of Steelhead not later than fifteen (20th15) calendar day after days following the occurrence Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, ▇▇▇▇▇▇▇▇▇▇ agrees that Steelhead shall have no obligation to provide to ▇▇▇▇▇▇▇▇▇▇ any VIE Eventinformation concerning Steelhead or the Put Property. ▇▇▇▇▇▇▇▇▇▇ shall rely solely on its own investigation of the Premises and understands that it may be obligated to purchase all or part of the Premises at any time during the term of this Lease. 23.3 In consideration of payment of the purchase price for the Put Property, the Company Steelhead shall deliver notice to ▇▇▇▇▇▇▇▇▇▇ evidence of title to the Put Property, duly endorsed for transfer to ▇▇▇▇▇▇▇▇▇▇. Upon closing of the Steelhead Put Right, this Lease shall terminate with respect to the Put Right Property and, if not all of the Premises, then this Lease and the rent hereunder shall be abated in an amount equal to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, brieflyrent provided for in Section 2.2 multiplied by a fraction, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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 numerator 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 acreage of the Put Price by Property and the Company on denominator of which is the acreage of the Premises 23.4 A default in ▇▇▇▇▇▇▇▇▇▇’▇ obligation to purchase the Put DateProperty pursuant to the Steelhead Put Right shall be a default under this Lease. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In The first time the event Holder wishes to sell any change in or amendment to the applicable Laws of the PRC results in (x) the 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 prior Unrestricted Shares pursuant to such change in law) as reflected in its latest consolidated financial statements and (y) the Registration Statement, it shall notify the Company being unable to continue to derive substantially all in writing (the "SALE NOTICE"). The Sale Notice may not be given by the Holder any sooner than 90 days after the Issue Date. If upon receipt of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”)Sale Notice, the Registration Statement for the Unrestricted Shares has not been declared effective for any reason other than for the Holder's failure to provide necessary information for such Registration Statement, then the Company shall immediately notify the Holder shall that such Registration Statement has not been declared effective (the "COMPANY REGISTRATION NOTICE") and the Holder will have the 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 (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require the Company to purchase this Noteall such Unrestricted Shares subject to the terms and conditions hereof (the "PUT RIGHT"). Upon receipt of the Company Registration Notice, the Holder must deliver a written irrevocable notice of the exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to notify the Company during normal within three (3) business hours at the principal office of the Company by no later than ten (10) Business Days prior days as to whether it wishes to exercise the Put Date. Right (d) Following the payment "PUT EXERCISE NOTICE"). Upon receipt 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 portion 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)Exercise Notice, the Company shall issue a new Notepurchase and the Holder shall sell to the Company, the aggregate outstanding principal amount free and clear of which is the same as the principal amount of this Note not repurchased any encumbrances, all such Unrestricted Shares by the Company, 's paying for each and every share of the Unrestricted Shares subject to the Holder and record Put Right an amount equal to the reduction in closing price of a share of the outstanding principal amount in Company's Common Stock as quoted on Nasdaq or any other exchange on which the Register immediately after payment Common Stock of the Company is listed as of the date of the receipt of the Sale Notice by the Company. The closing of the Put Price by the Company on the Put Date. Right exercise shall occur within three (e3) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option business days of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment Company's receipt of the Put Price with respect to this Note and any related interest Exercise Notice. The Put Right shall expire on the Put Date)date the Registration Statement first becomes effective.

Put Right. (a) In Upon the event any change in or amendment to the applicable Laws occurrence of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Put Event”), the Holder KO Shareholders shall have the right (the a “Put Right”)) t 1 require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Holder’s option, to require the Company to repurchase all or any portion of the outstanding principal amount Put Price (calculated on a per share basis) as determined in Section 5.l (b). For purposes of this Note on Section 5. I, the thirtieth (30th) Business Day after Shareholders agree that the shares of Andina stock subject to the Put Right Notice has been given shall include only the Acquired Shares and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Holder (Majority Shareholders of their intention to exercise their Put Right within 15 days after the “Put Date”) date of the first meeting of the KO Board of Directors which is held at 100% least 30 days after the date upon which the KO Shareholders receive written notice of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amount, if any, to (but excluding) the determination of the Put Date (the “Put Price”).Price pursuant to Section 5.1 (b) On or before the twentieth (20th) calendar day after Upon the occurrence of any VIE a Put Event, at the Company request of the KO Shareholders, the parties shall deliver notice with respect cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right to the Holder (the “Put Right Notice”) stating: (i) are shares of Class A Stock, the Put Date; (ii) Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses and each of those two firms within sixty days from the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which their engagement shall prepare an appraisal setting forth its determination of the Put Notice (as defined below) must be given; (iv) Price. If such two firms do not agree on the Put Price and following such determination the method KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding on the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such amount will banker. The Put Price of the shares of Class A Stock shall be paid; (v) the procedures price that a holder of shares of Class A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Holder must follow and Put Price be determined. (ii) If the requirements that Shares to be purchased by the Holder must satisfy in order Majority Shareholders pursuant to exercise the Put Right; and (vi) that a Right are shares of Common Stock or Class B Stock, the Put Notice, once validly given, may not Price shall be withdrawnthe Market Value of such shares of Common Stock or Class B Stock. (c) To exercise its rights If the KO Shareholders shall for purposes of this Agreement consent in writing to require the Company a Put Event, such prior written consent shall be deemed to purchase this Note, the Holder must deliver be a written irrevocable notice waiver of their Put Right for purposes of the exercise of transaction as to which written consent has been given; provided, however, that such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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 written consent shall not be required deemed to repurchase this Note on be a waiver of their Put Right for purposes of any date at the option of the Holder upon other transaction which might be deemed to constitute a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date)Event.

Put Right. (a) In At any time and from time to time on or after the event any change in or amendment to the applicable Laws --------- seventh anniversary of the PRC results in (x) Initial Closing Date, but not after the Group Companiesconsummation of a Public Offering, 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder each Institutional Investor shall have the right (the “Put Right”), at the Holder’s option, to require the Company to repurchase all or any portion all, but not less than all, of the outstanding principal amount of this Note on Investor Stock held by such Institutional Investor and its Affiliates at the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice Repurchase Price (as defined below) must be given; by giving written notice to the Company of such Institutional Investor's exercise of this right (iv) the Put Price and the method by which such amount 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; and (vi) that a Put "Exercise Notice"). Within 10 days after receipt of an Exercise Notice, once validly giventhe --------------- Company shall give written notice (the "Repurchase Notice") to each other holder ----------------- of Investor Stock, may not setting forth the identity of the Institutional Investor tendering such Exercise Notice, the number of shares of Investor Stock to be withdrawn. repurchased from such Investor, and a reasonable approximation of the fair market value of the Company's assets (cnet of any Company liabilities senior in liquidation preference to the Investor Stock) To exercise its rights and of each share of 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 this Noteall, the Holder must deliver a written irrevocable notice but not less than all, of the exercise of Investor Stock held by such right substantially in the form set forth in Appendix 2 endorsed under Investor and its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours Affiliates at the principal office same closing, at the same price, and on the same terms as the Institutional Investor tendering the Exercise Notice by giving Exercise Notice within 20 days after the date of the Company by no later than ten Repurchase Notice. Promptly (10) Business Days prior to but in any event within 3 business days after the Put Date. (d) 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 portion of the outstanding principal amount end 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(a20-day period), the Company shall issue a new Note, send each Investor written notice updating 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 information contained in the outstanding principal amount in Repurchase Notice (the Register immediately "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 payment the date of such notice) and place for a meeting between the Company and the holders of a majority of the Put Price by Investor Stock which the Company on the Put Date. (e) Notwithstanding the foregoing, the Company shall not be required has been requested to repurchase this Note on any date at (the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date"Majority Holders").. ----------------

Put Right. If the Company enters into any business combination whereby the holders of the capital stock of the Company prior to the effective time of the business combination would hold, directly or indirectly, less than fifty percent (50%) of the aggregate capital stock of the surviving entity, the Company shall provide written notice of such business combination to the Holder not less than thirty (30).days prior to the effective time of such business combination. Upon receiving such notice (an “Election Notice”) from the Company, the Holder may elect, by providing written notice of such election to the Company within thirty (30) days of the date it receives such notice, to require that the Company purchase this Warrant (or any portion thereof that remains unexercised) from the Holder for an amount; in cash, equal to (a) In the event any change in or amendment to the applicable Laws of the PRC results in (x) the 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 aggregate fair market value immediately prior to the effective time of such change business combination of the Shares issuable pursuant to this Warrant (such fair market value to be determined as set forth in lawSection 2(c) as reflected in its latest consolidated financial statements and hereof) minus (yb) the Company being unable to continue to derive substantially all aggregate Exercise Price of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to this Warrant for such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right Shares (the “Put Right”), at the Holder’s option, ; provided in order to require the Company to repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after effectively exercise the Put Right Notice has been given to the Holder (the “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 VIE EventRight, the Company Election Notice shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: describe in detail (i) the Put Date; (ii) the date conflict of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount will be paid; (v) the procedures that interest the Holder must follow and the requirements that the Holder must satisfy in order would experience if forced to exercise the Put Right; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require the Company to purchase this Note, the Holder must deliver a written irrevocable notice hold equity securities of the exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) Following the payment of the Put Price by the Company on the Put Date, (i) this Note will cease to be outstanding; surviving entity and (ii) all other rights why such conflict of interest has or would have a material adverse effect on the Holder’s business operation in the ordinary course, -provided, further, however•, that the Holder shall have no Put Right if (x) the proposed business combination is not consummated, (y) the consideration payable to the holders of the Holder with respect to the portion capital stock of the outstanding principal amount Company consists solely of this Note repurchased shall terminate cash or capital stock of a corporation or other entity that is publicly traded on the Nasdaq National or SmallCap Market or on a national securities exchange or (other than z) the right Company does not have sufficient cash legally available to receive fully satisfy the Put Price)Right. If a portion of this Note is surrendered for redemption pursuant Subject 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 required pay to repurchase this Note on the Holder; in immediately available funds, any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including amounts due as a result of the payment Holder’s exercise of its Put Right no later than the effective time of the business combination.. The Put Price with respect to Right shall terminate upon the full exercise of this Note Warrant. This Section 12 shall terminate and be of no further force and effect upon the earlier of (1) the termination of the Loan Agreement and the repayment by the Company of or the waiver or forgiveness of its obligations thereunder or (ii) upon any related interest on transfer of this Warrant by the Put Date)Holder.

Put Right. (a) In the event any change in or amendment Subject to the applicable Laws terms and conditions of the PRC results in (x) the Group Companiesthis Section 5 and Section 6 below, as a wholeat any time on and after August 6, being legally prohibited from operating all or substantially all of its business operations 2013 until and unable to continue to derive all or substantially all of the economic benefits from its business operations (as in existence immediately prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”)including September 5, 2013, the Holder shall have the right to sell up to one hundred percent (100%) of the “Put Right”)Warrant to the Company, at and if the Holder’s optionHolder exercises such right, to require the Company shall be required to repurchase all purchase the Warrant, or any such portion of thereof, as the outstanding principal amount of this Note on case may be, from the thirtieth (30th) Business Day after Holder for the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect The “Put Price” is equal to the Put Right to the Holder (the “Put Right Notice”) stating: product of (i) the Put Date; number of shares of Common Stock underlying the Warrant or the portion thereof being purchased pursuant to this Section 5, and (ii) the difference between the Put Fair Value (as defined below) on the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be givenand the Exercise Price on the date of the Put Notice; (iv) provided that notwithstanding the foregoing, in no event shall the Put Price and be less than zero (0). So long as the method ESOP is in existence, the “Put Fair Value” shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which such amount will be paid; Holder exercise its put right on which the ESOP is no longer in existence, the “Put Fair Value” shall equal the Fair Value of the Common Stock. Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (va), (b) or (c) of the procedures that definition of Current Market Price are applicable to the Holder must follow and the requirements that the Holder must satisfy in order to exercise Common Stock but no Qualified Public Offering has occurred, then the Put Right; and (vi) that a Fair Value shall be the Current Market Price of the Common Stock on the date of the Put Notice, once validly given, may not be withdrawn. (c) To exercise Ninety (90) days prior to exercising its rights to require the Company to purchase this Noteput right under Section 5(a), the Holder must deliver a written irrevocable notice of to the exercise of such right substantially in Company (the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) ), in accordance with Section 15. The Put Notice shall be deemed to be given and surrender this Note, duly endorsed, to served on the date that the Company during normal business hours at the principal office of the Company by no later than ten (10) Business Days prior to receives the Put Notice. The date that the Holder intends to exercise its put right shall be hereinafter referred to as the “Put Exercise Date”. (d) Following the payment Payment of the Put Price by shall be made in cash in immediately available funds within ninety (90) days after 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 portion 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 date of the Put Price by Exercise Date (the Company on the “Put Effective Date”), except as provided in Sections 5(f), 6(j)(i)(2) or 7(i)(i)(2). (e) Notwithstanding the foregoing, If the Company has received an Exercise Notice from the Holder prior to receipt of a Put Notice from the Holder, then the Holder shall not be required entitled to repurchase this Note on exercise its put right pursuant to Section 5(a) herein with respect to such portion of the Warrant that is the subject of the aforementioned Exercise Notice. (f) If the Trust has sent a Drag-Along Notice to the Holder in accordance with Section 6(a) herein in connection with a transaction that has not been consummated or terminated prior to delivery by the Holder of a Put Notice to the Company, then the Holder shall not be entitled to exercise its put right pursuant to Section 5(a) with respect to any portion of the Warrant that is the subject of such Drag-Along Notice, unless the transaction that is the subject of the Drag-Along Notice is terminated or not consummated within sixty (60) days of the date at of the option Drag-Along Notice; provided that notwithstanding the foregoing the Holder shall be entitled to deliver a Put Notice to the Company (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) prior to such termination or expiration of such sixty (60) day period which Put Notice shall (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) be given full effect upon the occurrence of such termination or expiration, provided that the corresponding Put Effective Date shall be delayed by adding the number of days that is equal to the number of days that have passed from the date of delivery to the Company of the Put Notice until the date of such termination or expiration, as appropriate, to the 90-day waiting period under Section 5(d). (g) The rights of the Holder upon a VIE Event if the outstanding principal amount of under this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest Section 5 shall expire on the Put Date)consummation by the Company of a Qualified Public Offering.

Put Right. (a) In Subject to Section 10.4(c), and so long as Operator holds a direct or indirect Membership Interest in the Company, in the event any change that (and only in or amendment to the applicable Laws of the PRC results in event that): (xi) the Group CompaniesHotel Management Agreement is terminated by TRS SUB, 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 prior to such change in law) as reflected in its latest consolidated financial statements and (yii) Operator is replaced as the Company being unable to continue to derive substantially all hotel manager by an Affiliate of the economic benefits from the business operations conducted by the Group Companies CWI or AREP I Perimeter LLC, a Delaware limited liability company (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE EventAREP”), as applicable, the Holder Members shall have 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 Operator’s proportionate share of AM’s direct Membership Interests in the Company (the “Marcus Interest”) (e.g., if AM owns a 43% interest in the Company and Operator owns a 25% interest in AM, the Marcus Interest would be a 10.75% direct interest in the Company) to CWI and AREP (as the remaining member of AM), provided that, Operator’s exercise of the 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 (30) days after the date the Hotel Management Agreement is terminated (the “Termination Date”). The Put Exercise Notice shall specify a purchase price (the “Put Price”) equal to the fair market value of 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 Put Exercise Notice. For the avoidance of doubt, if Operator fails to deliver the Put Exercise Notice within such thirty (30) day period, Operator hereby forever waives its rights under this Section 10.4. (b) If Managing Member timely delivers a Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be equal to the Appraised Value as determined pursuant to Section 10.4(d), provided that, if Managing Member fails to timely deliver a Put Price Dispute Notice within such fifteen (15) Business Days to Operator, then the Put Price shall be conclusively determined to equal the fair market value of the Marcus Interest as set forth in the Put Exercise Notice. The Marcus Interest sold in connection with the exercise of the Put Right shall be allocated between [the other Members] pro-rata based upon the relative Participation Percentage of the other Members at the Holder’s optiontime of the Put Closing. The closing of the purchase and sale of the Marcus Interest (the “Put Closing”) shall be subject to and in accordance with the terms and conditions set forth in clauses (i) and (ii) below and shall be consummated on a date mutually agreed by Managing Member and Operator, but in any event no later than (x) sixty (60) days after the delivery of the Put Exercise Notice or (y) if applicable, thirty (30) days after the final determination of the Appraised Value of the Marcus Interest in accordance with Section 10.4(d) below (as applicable, the “Put Closing Date”), and the Put Price shall be payable by the other Members at such closing in immediately available funds to require Operator. (i) From the Company date of delivery of the Put Exercise Notice, Operator shall not Transfer or otherwise permit any lien, encumbrance or other defect in title to repurchase be created, filed or recorded against, all or any portion of the Marcus Interest or any interest therein in such manner as to violate any provisions of this Agreement or otherwise impair the ability of Operator to convey the Marcus Interest to the purchasing Members at the closing, free and clear of any and all liens, claims, encumbrances and other defects in title. (ii) The conveyance of the Marcus Interest shall be made free and clear of any and all liens, claims and encumbrances of any kind, including without limitation, right of other third parties. The Put Closing shall take place on the Put Closing Date. Notwithstanding anything to the contrary in this Agreement, the sale/purchase of the Marcus Interest shall be subject to the condition that, at or prior to the Put Closing, all outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “Put Date”) at 100% of such outstanding principal amount plus and accrued and unpaid Interest interest due with respect to such outstanding principal amount, if any, any Member Loans and/or Deficit Loans made pursuant to (but excluding) the Put Date (the “Put Price”). (b) On Section 6.3 or before the twentieth (20th) calendar day after the occurrence of any VIE Event, otherwise by the Company shall deliver notice with respect or any other Member to AM be repaid in full at or prior to the Put Right to Closing. In connection with the Holder (closing of any purchase of the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, brieflyMarcus Interest under this Section 10.4, the events causing such trigger; (iii) remaining Member shall cause Operator or its Affiliate to be released from any and all guarantees issued on behalf of the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawnCompany. (c) To exercise its rights Notwithstanding the foregoing or anything to require the Company to purchase contrary in this NoteAgreement, the Holder must deliver a written irrevocable notice of the exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under event the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company Hotel Management Agreement is terminated by no later than ten (10) Business Days prior to the Put Date. (d) 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 portion 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 TRS SUB 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 required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Operator’s fraud, gross negligence or willful misconduct, Operator shall have no rights under this Section 10.4 including, without limitation, any Put Price with respect to this Note and any related interest on the Put Date)Right.

Put Right. (a) In Within sixty days after the event any change end of the Deadlock Period without resolution of a Deadlock, after complying with the resolution procedures set forth in or amendment Section 11.1 hereof, provided such Deadlock occurs after the third anniversary of the Formation Date, UA may deliver notice to the applicable Laws of Company and ▇▇▇.▇▇▇ (the PRC results in (x"Put Notice") the Group Companiesstating that UA is exercising its option to put all, as a wholebut not less than all, 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 Interest in existence immediately prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (the “Put Right”), at the Holder’s option, to require the Company to repurchase all or any portion ▇▇▇.▇▇▇ (the "Put Option"). Upon the receipt of the outstanding principal amount Put Notice, ▇▇▇.▇▇▇ and UA shall jointly determine the fair market value of this Note on UA's Interest, taking into account the thirtieth (30th) fair market value of the Business Day after of the Put Right Notice has been given to the Holder Company as a going concern (the “Put Date”"Fair Market Value") at 100% and the sale of such outstanding principal amount plus accrued and unpaid the 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 VIE Event, the Company shall deliver notice with respect pursuant to the Put Right Option shall be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the Holder procedures set forth herein, subject to any and all necessary regulatory or other approvals. If ▇▇▇.▇▇▇ and UA fail to agree as to the Fair Market Value within fifteen (the “Put Right Notice”15) stating: (i) the Put Date; (ii) Business Days starting from the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. UA will engage an appraisal firm (cthe "First Appraiser") To exercise its rights to require appraise the Company Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to purchase this Note, the Holder must prepare and deliver a written irrevocable notice of report to UA and ▇▇▇.▇▇▇ describing the exercise results of such right substantially in appraisal (the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”"First Appraisal") and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company by no later than twenty (20) Business Days after being engaged. For a period of ten (10) Business Days prior following receipt of the First Appraisal, ▇▇▇.▇▇▇ will have the right to object to the First Appraisal by written notice to UA (the "FMV Objection Notice") and engage an appraisal firm (the "Second Appraiser"). ▇▇▇.▇▇▇ will cause the Second Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to ▇▇▇.▇▇▇ and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and ▇▇▇.▇▇▇ fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and ▇▇▇.▇▇▇ will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and ▇▇▇.▇▇▇ describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the two values determined by the appraisers whose determination of value is closest to each other from among the three appraisals. Determination of the Fair Market Value in the above manner will be final and binding on UA and ▇▇▇.▇▇▇. The cost of the First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by ▇▇▇.▇▇▇. The cost of the Third Appraiser, if any, will be shared equally by UA and ▇▇▇.▇▇▇. ▇▇▇.▇▇▇ shall have the right to assign its obligation to purchase the Interest of UA. (b) At the closing of the sale of UA's Interest to ▇▇▇.▇▇▇ pursuant to the Put DateOption, ▇▇▇. (d) Following ▇▇▇ shall issue and deliver to UA a Promissory Note in the payment of principal amount equal to the Put Price by Fair Market Value as determined pursuant to this Section 11. The Promissory Note shall provide for the Company on the Put Date, (i) this Note will cease principal to be outstanding; and paid in five (ii5) all other rights of equal quarterly installments, together with accrued but unpaid interest thereon, with the Holder with respect to initial payment being six (6) months after the portion 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 final Fair Market Value has been established pursuant to Section 12(a11.2(a), the Company . The Promissory Note 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 required to repurchase this Note on any date bear interest at the option rate of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date)prime plus 1%.

Put Right. (a) In the event any change in or amendment Subject to the applicable Laws of the PRC results terms and conditions set forth in (x) the Group Companiesthis Section 5.9, 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder Investor shall have the right (the “Put Right”), at but not the Holder’s optionobligation, to require the Company to repurchase purchase, during the Put Exercise Period (as defined below), all or any a portion of the outstanding principal amount of this Note on Shares at the thirtieth (30th) Business Day after Price Per Share. Investor may exercise the Put Right Notice has been given to from the Holder earliest of (the “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 excludingA) the second (2nd) anniversary of the date of this Agreement, (B) the expiration of or earlier termination of any strategic collaboration agreement between the parties, (C) any Sale Transaction, (D) the acquisition by the Company of a material amount of equity securities of, or material assets or business of, a competitor of Investor or any of Investor’s Affiliates, as reasonably determined by Investor, (E) the Company entering into an agreement with a competitor of Investor or any of Investor’s Affiliates for the purchase by such competitor of equity securities of the Company or any of its Affiliates, and (F) the acquisition by a competitor of Investor or any of Investor’s Affiliates of a material amount of assets or business of the Company or any of its Affiliates, as reasonably determined by Investor; in each case, through the Put Right Expiration Date (the “Put PriceExercise Period”). For the avoidance of doubt, Investor may exercise the Put Right one time or multiple times, in its sole discretion, during the Put Exercise Period and prior to the close of business on the Put Right Expiration Date. (b) On To exercise the Put Right, Investor shall deliver to the Company a written notice (“Put Notice”) specifying the number of Shares (collectively, the “Put Shares”) the Company shall be required to purchase from Investor, subject to the terms of this Section 5.9, on a date (the “Put Closing Date”) mutually agreed upon by the parties, or before if no such agreement is made, forty five (45) days following the twentieth Company’s receipt of the Put Notice. With respect to any purchase and sale of Put Shares in accordance with this Section 5.9, on the Put Closing Date, (20thi) calendar day after Investor shall sell the occurrence applicable Put Shares to the Company free and clear of any VIE Eventliens, claims and encumbrances, and (ii) the Company shall purchase the applicable Put Shares by delivering to Investor payment in full by wire transfer of immediately available funds to an account designated by Investor to the Company in writing. Furthermore, on the Put Closing Date, the parties shall execute and deliver such documents as reasonably requested by the parties to evidence the purchase and sale of the applicable Put Shares as set forth in this Section 5.9. Notwithstanding the foregoing, in the event of a Lender Objection, the Company shall deliver notice with respect satisfy its obligations under this Section 5.9(b) by enabling Investor to be paid for the Put Right Shares pursuant to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawnSection 5.9(d). (c) To exercise its rights With respect to require each Put Notice, the price per Put Share shall be equal to the higher of (i) the Price Per Share, and (ii) the Average Stock Price; provided, however, if the aggregate purchase price for (x) Put Shares and Call Shares previously purchased by the Company, if any, prior to the subject Put Notice and (y) the Put Shares that are subject to such Put Notice exceed the Total Investment, the Company shall only be required to purchase this Notea sufficient number of Put Shares such that the aggregate purchase price for all Put Shares purchased by the Company plus previously purchased Call Shares equals the Total Investment. In the event the aggregate purchase price for (A) all Put Shares and Call Shares previously purchased by the Company, if any, prior to the subject Put Notice and (B) the Put Shares that are subject to such Put Notice exceed the Total Investment, the Holder must deliver a written irrevocable notice of the exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer Company shall notify Investor in writing (a the “Put NoticeShare Election”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company by no later than within ten (10) days of receipt of the subject Put Notice if the Company elects to purchase fewer Put Shares then are set forth in the subject Put Notice; provided, however, that the Company shall be required to purchase a sufficient number of Put Shares such that the aggregate purchase price for all Call Shares and Put Shares previously purchased by the Company plus the price for the Put Shares in the Put Share Election is equal to or greater than the Total Investment. For any Put Shares not purchased by the Company because the aggregate purchase price for all purchases of Put Shares and Call Shares purchased by the Company exceeds the Total Investment, Investor shall have the right, but not the obligation, to sell the remaining Put Shares (the “Remaining Put Shares”) in any manner in compliance with applicable securities laws, including without limitation, by selling the Remaining Put Shares on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded. Upon Investor’s written request, the Company shall provide reasonable cooperation to Investor to enable Investor to sell the Remaining Put Shares in an efficient manner as mutually and reasonably determined by Investor and the Company, and such reasonable cooperation from the Company to Investor may include, without limitation, removing any restricted legends on such Remaining Put Shares in accordance with Section 5.3, listing and registering the Remaining Put Shares if not freely tradable (without volume or manner of sale restrictions under Rule 144 of the Securities Act), and cooperating with Investor in the event Investor desires to sell such Remaining Put Shares in a “block trade” or privately negotiated transaction, including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or confidentiality agreement otherwise reasonably satisfactory to the Company) and customary investor meetings with the Company’s management, or any other methods of assistance or actions reasonably agreed upon by Investor and the Company. If the parties are unable to mutually agree on the manner of cooperation from the Company within ninety (90) days of Investor’s initial written request to the Company for such cooperation as required by this Section 5.9(c), then the Company shall (i) within five (5) Business Days prior to following such 90-day period, purchase the Remaining Shares from Investor by issuing a Promissory Note (as defined in Section 5.9(d)(ii)) and/or (ii) promptly as commercially reasonable thereafter list and register the Remaining Put DateShares for Investor on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded; provided that the Company shall have sole discretion in selecting the options set forth in (i) or (ii) above or any combination thereof. (d) Following If the payment Company (including another Person at the Company’s request, subject to Investor’s prior consent, which shall not be unreasonably withheld) fails or refuses to purchase all or some of the applicable Put Shares on the Put Closing Date as required by Section 5.9(b), Investor shall have the right, but not the obligation, to sell the applicable Put Shares in any manner at any time following such failure or refusal in compliance with applicable securities laws, including without limitation, by selling the Put Shares on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded. Notwithstanding such failure or refusal by the Company, upon Investor’s request, the Company shall provide reasonable cooperation to Investor to enable Investor to sell the applicable Put Shares in an efficient manner, and such reasonable cooperation shall include, without limitation, removing any restricted legends on such Put Shares in accordance with Section 5.3, registering the resale of such Put Shares if not freely tradable (without volume or manner of sale restrictions under Rule 144 of the Securities Act), cooperating with Investor in the event Investor desires to sell such Put Shares in a “block trade” or privately negotiated transaction, including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or confidentiality agreement otherwise reasonably satisfactory to the Company) and customary investor meetings with the Company’s management, or any other methods of assistance or actions mutually and reasonably agreed upon by Investor and Company. In the event Investor sells the Put Shares in a commercially reasonable manner, and the price per share for the sale 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 portion of the outstanding principal amount of this Note repurchased shall terminate (other Shares is less than the right to receive the Put Price). If Price Per Share (a portion of this Note is surrendered for redemption pursuant to Section 12(a“Shortfall”), the Company shall issue a new Note, pay Investor the aggregate outstanding principal amount of which is the same as the principal amount of this Note not repurchased by the Company, Shortfall: (i) within fifteen (15) Business Days following Investor’s notification to the Holder and record the reduction in the outstanding principal amount in the Register immediately after payment Company of such sale of the Put Price Shares by wire transfer of immediately available funds to an account designated by Investor to the Company in writing; (ii) provided, however, in the event that the Company determines in its reasonable discretion that such payment of such Shortfall would create insufficient liquidity for the Company and/or there is a Lender Objection to payment pursuant to clause (i) of this Section 5.9(d), then the Company shall pay such Shortfall through a promissory note in substantially the form set forth as Exhibit A (the “Promissory Note”) to be executed by the Company and delivered to Investor within five (5) Business Days following Investor’s notification to the Company of such sale of the Put Shares; (iii) provided, however, if there is a Lender Objection to a payment pursuant to clause (ii) of this Section 5.9(d), promptly as commercially reasonable following Investor’s notification to the Company of such sale of the Put Shares, the Company shall pay Investor such Shortfall by (A) authorizing, listing and registering additional shares of the Company’s Common Stock on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded in a quantity sufficient to cover the Shortfall based on the Average Stock Price as of the date of the Put DateNotice (the “Shortfall Shares”) and (B) issuing the Shortfall Shares to Investor. (e) Notwithstanding anything in this Section 5.9 to the foregoingcontrary, at any time on or after the beginning of the Put Exercise Period, and after Investor has provided Company prior written notice of Investor’s intention, Investor shall have the right, but not the obligation, to sell some or all of the Shares in any manner in compliance with applicable securities laws, including without limitation, by selling the Shares on the Nasdaq Global Market or on any National Exchange on which the Common Stock is publicly traded. Upon Investor’s request, the Company shall provide reasonable cooperation to Investor to enable Investor to sell the Shares in an efficient manner without limitation, removing any restricted legends on such Shares in accordance with Section 5.3, listing and registering the resale of such Shares if not be required to repurchase this Note on any date at the option freely tradable (without volume or manner of sale restrictions under Rule 144 of the Holder upon a VIE Event if the outstanding principal amount of this Note has been acceleratedSecurities Act), and cooperating with Investor in the event Investor desires to sell such acceleration has not been rescindedShares in a “block trade” or privately negotiated transaction, on including by providing potential investors with reasonably requested diligence information (subject to a customary Company confidentiality agreement, or prior confidentiality agreement otherwise reasonably satisfactory to such date (including as a result of the payment of Company) and customary investor meetings with the Put Price with respect to this Note and any related interest on the Put Date)Company’s management.

Put Right. (a) In the event any change in or amendment Notwithstanding anything to the applicable Laws of the PRC results contrary in (x) the Group Companiesthis Warrant, 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (the “Put Right”), at the Holder’s option, to require the Company to repurchase all or this Warrant in connection with a Liquidity Event at a repurchase price equal to $900,000. Holder may exercise this “put right” at any portion time commencing on the earlier of (i) ten (10) days prior to the occurrence of a Liquidity Event, (ii) the time Holder receives notice that a 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 outstanding principal amount early expiration or termination of this Note on Warrant due to 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 Acquisition 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 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 Company’s common stock, Holder must exercise such “put right,” if at all, not later than the thirtieth (30th) Business Day after day following the Put Right Notice has been given to later of (i) the Holder (expiration of the “Put Date”) at 100% of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amountlock-up period, 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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; and (ii) the date 210th day following such public offering. For purposes of such VIE Event andthis Warrant, briefly, a “Liquidity Event” is the first of the following events causing such trigger; (iii) to occur after the date Issue Date: any adoption of resolutions by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require Board of Directors of 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 2 endorsed under its common seal dissolve or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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 liquidate the Company, to the Holder and record the reduction in the outstanding principal amount in the Register immediately after payment any expiration or termination of this Warrant, any registered public offering of the Put Price by the Company on the Put Date. (e) Notwithstanding the foregoingCompany’s common stock, and any Acquisition. In any event, the Company shall not be required to repurchase rights of Holder under this Note on any date at Section 1.7 terminate upon the option of the Holder upon a VIE Event if the outstanding principal amount expiration or termination of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date)Warrant.

Put Right. At any time after the Company terminates Executive's employment other than for Cause and at any time after Executive terminates his employment for Good Reason, Executive may require the Company to repurchase any Options held by Executive which are not subject to forfeiture, as provided for in the Option Agreement, and any Shares previously issued to Executive upon exercise of any Options, upon five (a5) In days written notice (the event any change in or amendment "Put Notice") to the applicable Laws Company of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (the “Put Right”), at the Holder’s option, Executive's election to require the Company to repurchase all or any portion effect such repurchase. The purchase price (the "Purchase Price") for each such Option and each such Share shall be the greater of (x) the average of the outstanding closing prices of a board lot of Shares traded on the Company's principal listed exchange for the thirty (30) trading days immediately preceding the purchase date or (y) the closing price of Shares on such exchange on the date of the Put Notice. The payment of the Purchase Price shall be effected as follows: (i) If the Company has Available Cash, as defined below, in excess of the amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 Purchase Price”). (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event, the Company shall deliver notice with respect to pay the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; entire Purchase Price in cash; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require If the Company to purchase this Note, has Available Cash in an amount which is less than the Holder must deliver a written irrevocable notice amount of the exercise of Purchase Price, then, if Executive is legally able publicly to sell such right substantially in the form set forth in Appendix 2 endorsed under its common seal Options or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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)Shares, the Company shall issue cooperate with Executive in effecting such sale and pay to Executive the difference between (a) the average of the closing prices of a new Note, board lot of Shares traded on the aggregate outstanding Company's principal amount listed exchange for the thirty (30) trading days immediately preceding the date of sale and (b) the price at which is the same as the principal amount of this Note not repurchased Executive was able to effect such sale. The payment by the CompanyCompany of such difference shall be made in cash, to the Holder and record extent of Available Cash, plus the reduction balance in the outstanding principal amount in the Register immediately after payment form of the Put Price by the Company on the Put Date. either, at Executive's election, (ex) Notwithstanding the foregoing, the Company shall not be required to repurchase this a Promissory Note on any date with a term of thirty (30) months bearing interest at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been acceleratedPrime Rate, as defined below, plus 300 basis points, and otherwise in form and substance satisfactory to Executive or (y) additional Shares or (z) any combination of such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Promissory Note and any related interest on the Put Date)additional Shares.

Put Right. (ai) In the event any change in or amendment Subject to the applicable Laws terms and conditions hereof, the Executive shall be entitled, by giving notice to the Company (the “Put Notice”) at anytime during the one week period commencing on September 15, 2003 and ending at 5:00 p.m. Chicago time on September 21, 2003, to require the Company to purchase at the Put Purchase Price (as defined below) all or part of the PRC results in (x) 204,000 shares of Common Stock beneficially owned by the Group Companies, Executive 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right Effective Date (the “Put Right”). The Put Notice shall (x) specify the amount of shares of Common Stock to be sold, at (y) contain an irrevocable commitment to sell such Common Stock in the Holder’s option, manner set forth in this Section 1(f) and (z) specify the date such shares are to require be sold (which date shall be not less than 10 business days nor more than 20 business days after the Company to repurchase all or any portion delivery of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “Put Closing 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”). (bii) On or before The aggregate purchase price for the twentieth shares of Common Stock to be purchased pursuant to the Put Right shall be equal to the 9 product of (20thx) calendar day after the occurrence number of shares of Common Stock to be purchased multiplied by (y) $8.31 (the “Put Purchase Price”). The Put Purchase Price shall be subject to equitable adjustments in the event of any VIE Eventstock split, recapitalization or similar transaction affecting the common stock. (iii) The consummation of the transactions pursuant to an exercised Put Right shall take place on the Put Closing Date in accordance with this Section 1(f). On the Put Closing Date the Company shall deliver notice with respect pay the Put Purchase Price by cashier’s check or wire transfer of immediately available funds to an account designated by the Executive in exchange for the Common Stock being purchased. The Executive shall cause the shares of Common Stock being purchased pursuant to the Put Right to be delivered to the Holder (Company at the “Put Right Notice”) stating: (i) closing free and clear of all liens, charges or encumbrances of any kind and shall take all such actions as the Put Date; (ii) Company reasonably requests to vest in the date Company title to such shares being purchased free of such VIE Event andany lien, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; charge or encumbrance. (iv) The Company shall have the right to assign the obligation to purchase the shares underlying the Put Price and Right to a third party 10 reasonably acceptable to the method by which Executive, provided that any such amount will be paid; (vassignment shall not relieve the Company from its obligations under this Section 1(f) in the procedures that event the Holder must follow and assignor fails to satisfy its obligation to purchase the requirements that the Holder must satisfy in order shares subject to exercise the Put Right; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require the Company to purchase this Note. In connection with any such assignment, the Holder must deliver Executive shall take any actions reasonably requested by such third party in connection with such assignment, including entering into a written irrevocable notice of the exercise of new agreement with such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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 third party that would govern the Put Date. (d) Following Right and contain customary provisions relating generally to put rights. The Company shall reimburse the payment of the Put Price Executive for reasonable counsel fees and expenses incurred 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 portion 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 Executive in the outstanding principal amount in the Register immediately after payment of the Put Price by the Company on the Put Dateconnection any such assignment. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In the Provided no default or event any change in of default exists under, or amendment would occur or would be deemed to the applicable Laws occur as a result of the PRC results redemption set forth below in (x) the 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 this Section 4 under any of the economic benefits from its business operations (as in existence immediately prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all documents, instruments or agreements evidencing bank or other institutional indebtedness of the economic benefits from Company, whether such indebtedness is outstanding on the business operations conducted by date hereof or incurred hereafter, at any time after the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”)Put/Call Effective Date, the Holder each Securityholder shall have the right option, exercisable by written notice to the Company (the “a "Put Right”Notice"), at the Holder’s option, to require the Company to repurchase purchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “Put Date”) at 100% of Securities then held by 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”)Securityholder. (b) On or before the twentieth The Company shall, within sixty (20th60) calendar day days after the occurrence receipt of any VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly givenredeem the Securities with respect to which such request has been made by paying to the Securityholder an amount of cash equal to the sum of (i) an amount equal to the Fair Market Value at the close of business on the date of the Put Notice multiplied by the number of outstanding Warrant Shares then owned by the Securityholder and (ii) for each Warrant or portion thereof, may not be withdrawnan amount equal to the excess of (A) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and the Fair Market Value on the date of the Put Notice over (B) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and the exercise price per share under the Warrant. (c) To exercise its rights In connection with the consummation of any purchase pursuant to require any Put Notice, each Securityholder shall timely execute and deliver all documents, instruments and certificates (including, without limitation, certificates representing the Warrants or the Warrant Shares and duly executed stock powers, if applicable) as 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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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 Datemay reasonably request. (d) 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 portion 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 required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. At any time after the Company terminates Executive's --------- employment other than for Cause and at any time after Executive terminates his employment for Good Reason, Executive may require the Company to repurchase any Options held by Executive which are not subject to forfeiture, as provided for in the Option Agreement, and any Shares previously issued to Executive upon exercise of any Options, upon five (a5) In days written notice (the event any change in or amendment "Put Notice") to the applicable Laws Company of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (the “Put Right”), at the Holder’s option, Executive's election to require the Company to repurchase all or any portion effect such repurchase. The purchase price (the "Purchase Price") for each such Option and each such Share shall be the greater of (x) the average of the outstanding closing prices of a board lot of Shares traded on the Company's principal listed exchange for the thirty (30) trading days immediately preceding the purchase date or (y) the closing price of Shares on such exchange on the date of the Put Notice. The payment of the Purchase Price shall be effected as follows: (i) If the Company has Available Cash, as defined below, in excess of the amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 Purchase Price”). (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event, the Company shall deliver notice with respect to pay the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; entire Purchase Price in cash; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require If the Company to purchase this Note, has Available Cash in an amount which is less than the Holder must deliver a written irrevocable notice amount of the exercise of Purchase Price, then, if Executive is legally able publicly to sell such right substantially in the form set forth in Appendix 2 endorsed under its common seal Options or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion 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)Shares, the Company shall issue cooperate with Executive in effecting such sale and pay to Executive the difference between (a) the average of the closing prices of a new Note, board lot of Shares traded on the aggregate outstanding Company's principal amount listed exchange for the thirty (30) trading days immediately preceding the date of sale and (b) the price at which is the same as the principal amount of this Note not repurchased Executive was able to effect such sale. The payment by the CompanyCompany of such difference shall be made in cash, to the Holder and record extent of Available Cash, plus the reduction balance in the outstanding principal amount in the Register immediately after payment form of the Put Price by the Company on the Put Date. either, at Executive's election, (ex) Notwithstanding the foregoing, the Company shall not be required to repurchase this a Promissory Note on any date with a term of thirty (30) months bearing interest at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been acceleratedPrime Rate, as defined below, plus 300 basis points, and otherwise in form and substance satisfactory to Executive or (y) additional Shares or (z) any combination of such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Promissory Note and any related interest on the Put Date)additional Shares.

Put Right. (a) In Without limiting any other rights that the event Lender may have hereunder, should any change in or amendment to the applicable Laws of the PRC results in following events occur (x) the Group Companies, as each 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE "Trigger Event”"), the Holder Lender shall have the right (the “"Put Right”"), at but not the Holder’s optionobligation, to require the Company Controlling Shareholders (on a joint and several basis) to repurchase purchase all or any a portion of the outstanding Shares or the Synutra Shares (as applicable) then held by the Lender, in either case issued or transferred upon conversion or exchange of the Note (collectively, the "Put Shares"), at a price (the "Put Price") equal to an amount that would yield an Internal Rate of Return of 15% per annum to the Lender on the Investment Cost paid for the applicable principal amount of this the Note converted or exchanged into the Put Shares: (i) the Group fails to complete a Qualified IPO within four (4) years from the Completion; (ii) the Controlling Shareholders cease to Control the Group or the Founder ceases to devote a substantial portion of his working time to the management of the business of the Group; (iii) any Group Member shall default in making, or become unable to make, any payment of indebtedness on the thirtieth scheduled or original due date thereof involving a liability in excess of US$10,000,000 and such default or failure has not been cured or otherwise resolved by such Group Member with the relevant lender within sixty (30th60) Business Day days after such lender has taken any acceleration or enforcement actions; (iv) a bankruptcy, insolvency, winding up or similar proceeding has been initiated by or filed against a Group Member or any Controlling Shareholder and is not dismissed within sixty (60) days after the Put Right Notice relevant proceeding is initiated or filed, and such proceeding results in a material adverse effect on the Group, taken as a whole; (v) a material portion of the assets or business of the Group has been given to placed into receivership or is being confiscated or restricted (by foreclosure or similar actions) in a manner that results in a material adverse effect on the Holder Group, taken as a whole; or (vi) any Controlling Shareholder and/or the “Put Date”Company shall default in the observance or performance of any covenant, condition or agreement contained in any Basic Document, and such default having continued for thirty (30) at 100% days after being notified in writing of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amount, if any, to (but excluding) default by the Put Date (the “Put Price”)Lender. (b) On or before The Put Right shall be exercisable by the twentieth Lender by delivering a written notice (20ththe "Put Notice") calendar day after the occurrence of any VIE Event, the Company shall deliver notice with respect to the Put Right to Controlling Shareholders and the Holder (Company. In respect of the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Trigger Event andset forth in Section 7.1(a)(i), briefly, the events causing such trigger; (iii) the date by which the Put Notice shall be delivered within thirty (as defined below30) must be given; days after the fourth (iv4th) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (c) To exercise its rights to require the Company to purchase this Note, the Holder must deliver a written irrevocable notice anniversary of the exercise Completion; in respect of such right substantially in the form any Trigger Event set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”Section 7.1(a)(ii) 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. (d) 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 portion 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(a7.1(a)(v), the Company Put Notice shall issue a new Notebe delivered within sixty (60) days after the Lender becomes actually aware of such event (which shall be satisfied by delivery of written notice to the Lender), and in respect of any Trigger Event set forth in Section 7.1(a)(vi), the aggregate outstanding principal amount Put Notice shall be delivered within sixty (60) days after the expiration of the 30-day cure period as set forth therein. The Put Price shall be payable in US dollars outside of the PRC in immediately available funds. The Controlling Shareholders shall complete such purchase within thirty (30) days after the date on which such written notice is the same as the principal amount of this Note not repurchased delivered by the CompanyLender, provided that such 30-day period shall be extended for an additional period, such period to the Holder and record the reduction in the outstanding principal amount in the Register immediately after payment of the Put Price be mutually agreed to by the Company on Controlling Shareholders and the Put DateLender, if necessary to obtain any Regulatory Approvals required for such purchase and payment. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In 11.1 Following the event any change in or amendment to the applicable Laws second anniversary of the PRC results in (x) the Group CompaniesAward Date, 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder Participant shall have the right (the “Put Right”)) to require, at upon notice to the Holder’s optionCompany, to require that the Company to repurchase purchase some or all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder Shares (the “Put DateShares”) at 100% of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amount, if any, to (but excluding) under the Put Date (the “Put Price”)terms provided in this Section 11. (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event, the Company shall deliver notice with respect to 11.2 Participant may exercise the Put Right to the Holder no more than once per fiscal quarter by providing notice (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office thirty (30) day period immediately following the conclusion of a fiscal quarter (the “Put Notice Period”). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase which shall be not less than thirty (30) days after the date of the Put Notice. 11.3 Within fifteen (15) days after receipt of the Put Notice, the Company by no later than ten shall provide notice (10“Price Notice”) Business Days prior to the Participant of the purchase price of the Put Date. Shares. The purchase price for the Put Shares shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) Following of Section 11.7, the payment Price Notice must contain only a statement to that effect along with the name of the Put Price independent third party selected by the Company on to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Date, Notice Period shall not exceed the lesser of (i) this Note will cease to be outstanding; 0.5% of the number of Shares of Common Stock then outstanding and (ii) all other rights the maximum number of Shares the Company may lawfully purchase at the closing date of the Holder with respect purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the portion extent such purchase is permitted by the terms of the outstanding principal amount Company’s primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company has granted a Put Right to one or more employees or directors of or consultants to the Company or its subsidiaries and one or more of such Put Rights remain in effect, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Note repurchased shall terminate Section 11.4 (other than subsection (i)) on the right ability of the Company to receive purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Price). If a portion of this Note is surrendered for redemption pursuant to Section 12(a)Notices, the Company shall issue a new Note, pay the aggregate outstanding principal maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of which is Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the same as the principal amount of this Note not repurchased Put Shares shall be paid by the Company, to the Holder and record the reduction Company in the outstanding principal amount form of a check or electronic transfer of immediately available funds on the date set forth in the Register immediately Put Notice which shall be no earlier than sixty (60) days after payment the date of the Put Price Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 11.7(d), the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by the Company on Participant of one or more stock certificates evidencing the number of Shares specified in the Put Date. Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (e) Notwithstanding the foregoing, the Company shall not be required other than pursuant to repurchase this Note on any date at the option Section 4.2 of the Holder upon a VIE Event if Plan) shall be made to the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result purchase price for fluctuations in the value of the payment Common Stock after the date of the Put Price with respect to this Note and any related interest on the Put Date)Notice.

Put Right. (a) In the event any change in or amendment to the applicable Laws of the PRC results in Upon either (xi) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) termination by the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted Executive’s employment Without Cause or (ii) a resignation by the Group Companies Executive for Good Reason (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (each, a “VIE Put Event”), Executive will have a right, but not the Holder shall have obligation, to sell a number of vested Units (as such term is defined in the right Racecar Holdings Agreement) of Holdings held by Executive equal to the lesser of (i) vested Units representing 20% of the outstanding vested Units held by Executive (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) or (ii) vested Units with a fair market value of $2,000,000 (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) (the “Put Units”), to the Company pursuant to the terms and conditions of this Section 14 (the “Put Right”). As promptly as practicable, at the Holderbut in any event within 30 days after any Put Event, Executive must provide written notice to Holdings of Executive’s option, intent to require the Company to repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after exercise the Put Right Notice has been given (the “Put Notice”); provided, that if Executive does not provide such written notice to the Holder Company within such 30 day period, the Put Right shall be forfeited. As promptly as practicable after the Holdings’ receipt of the Put Notice, the Board shall determine, in good faith and consistent with Avista Capital Partners’ most recent valuation of Holdings, the aggregate fair market value of vested Units held by Executive as of Executive’s termination date, and it’s determination of the amount of Units that constitute the Put Units, in each case as of the date of the Put Event. (b) Within 90 days after receipt of the Put Notice on a date determined by the Board (the “Put Date”) at 100% ), Holdings will repurchase or redeem in cash all 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 Units for the aggregate fair market value of the Put Units determined in accordance with Section 14(a) (such price, the “Put Price”). (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event; provided, the Company shall deliver notice with respect to that the Put Right to the Holder (the “Put Right Notice”) stating: Date may be extended if such redemption or repurchase is (i) prohibited by the Put Date; terms of any credit facility of Holdings or its Subsidiaries as the result of an event of default or (ii) not permissible under applicable law. If the Put Date is extended pursuant to the proviso in the preceding sentence as a result of a prohibition under the terms of any credit facility of Holdings or its Subsidiaries, then Holdings shall repurchase as many Put Units as is permissible under such credit facility. Holdings will use its commercially reasonable efforts to provide that any credit facility entered into following the date of such VIE Event and, briefly, hereof by Holdings or its Subsidiaries does not contain an express prohibition on the events causing such trigger; (iii) the date transactions contemplated by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) Following the payment of the Put Price by the Company on Section 14. On the Put Date, (i) this Note will cease if the Company pays the Put Price, all Put Units shall be canceled and no longer deemed to be outstanding; and (ii) all other rights . At the closing of the Holder with respect to the portion 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 purchase of the Put Price by the Company on the Put Date. (e) Notwithstanding the foregoingUnits, the Company Executive shall not be required to repurchase this Note on any date at the option deliver an assignment of the Holder upon a VIE Event if the outstanding principal amount of this Note has been acceleratedsuch Put Units to Holdings, as well as make customary representations and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of warranties regarding the Put Price with respect to Units and the transactions contemplated by this Note and any related interest on the Put Date)Section 14.

Put Right. (i) If prior to June 30, 2001 EAE fails to notify the Seller, in writing (as set forth in Section 10(g)), that it has filed and has an effective registration statement under the Securities Act for purposes of an initial public offering of Common Stock, then the Seller, at its sole election, may make a one-time demand that the Buyer repurchase all or part of their 16,856 shares of Common Stock. This repurchase of shares will be at a per share price calculated as the ratio of the 16,856 shares of common stock over the total number of fully diluted outstanding shares of EAE (for this purpose, fully-diluted shall include the assumption that all options and warrants available in any option plan are issued and exercisable) multiplied by the fair market value of EAE and then discounted by 20% to reflect the non-liquid nature of the privately held stock. The maximum amount paid by EAE under this provision will be $500,000USD, and any excess shall be paid in shares of Common Stock. (ii) The fair market value of EAE will be determined by good faith negotiation between the Seller and the Buyer. If, however, the parties cannot agree on the fair market value of EAE, then the Seller and the Buyer shall within ten (10) days mutually select an investment banker to determine the fair market value of EAE. If the Seller and the Buyer are unable to mutually select an investment banker, each party shall select an investment banker and the selected investment bankers shall appoint a third investment banker (the "Independent Investment Banker") who shall determine the fair market value of EAE. (iii) The Seller and the Buyer shall, within five (5) days of the selection of the Independent Investment Banker, each submit to the Independent Investment Banker estimates of the fair market value of EAE. The Independent Investment Banker shall, within twenty (20) days following receipt of such proposed fair market values, either (i) select the fair market value proposed by the Seller or the Buyer or (ii) determine a different fair market value which is between the proposed fair market values. If the Independent Investment Banker selects a fair market value proposed by the Seller or the Buyer as the fair market value of the shares, such value shall be the fair market value. If the Independent Investment Banker selects another value (the "Banker's Value") as the fair market value, the fair market value of the shares shall equal the arithmetic mean of the Banker's Value and the fair market value proposed by the Seller or the Buyer which is nearest to the Banker's Value. The Independent Investment Banker shall not be advised of how the Banker's Value will be used to calculate the fair market value or that the Banker's Value may be adjusted in calculating the fair market value. (iv) The fees and expenses of the Independent Investment Banker shall be borne equally by the Seller on the one hand and the Buyer on the other hand. Notwithstanding the foregoing, the fair market value determination shall take into consideration, among other factors, any actual comparable stock transactions with respect to the capital stock of EAE, including without limitation the stock purchase herein contemplated or other relevant transactions, as well as any contribution of intangible assets. (v) This one-time option for the Seller shall cease at the earlier of: (a) In the event any change in or amendment filing with the United States Securities and Exchange Commission to the applicable Laws register shares of Common Stock for an initial public offering; (b) a merger, sale of the PRC results in capital stock or sale of substantially all of the assets of EAE, after which transaction the person (xor persons) the Group Companies, as a whole, being legally prohibited from operating all having voting control of EAE 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 assets (as in existence immediately the case may be), is different than prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the 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 (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Datetransaction; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount will be paid; (v) the procedures provided that the Holder must follow and the requirements that the Holder must satisfy consideration provided in order to exercise the Put Rightsuch transaction is cash or publicly-traded securities or a combination thereof; and (vi) that a Put Notice, once validly given, may not be withdrawn. or (c) To exercise its rights to require the Company to purchase this Note, the Holder must deliver a written irrevocable notice failure of the Seller to file notice with EAE of its intent to exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Noteoption by September 30, 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 Date2001. (d) 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 portion 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 required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In Subject to all of the event any change in or amendment terms and conditions of this Section 5, the Company hereby grants to the applicable Laws Purchasers the right and option (but not the obligation) (the "Put Right"), at any time following an Event of Default and (only to the extent there are any Loans outstanding) an acceleration of the PRC results in Loans, to cause the Company to purchase all or a portion of the Purchased Notes held by the Purchasers at a purchase price per $1,000 principal amount of Purchased Notes equal to the sum of (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements $1,010 and (y) the amount of all accrued and unpaid interest on the Purchased Notes; provided that if the Company being unable does not pay the purchase price for the Purchased Notes subject to continue such Put Notice by the fifth business day following delivery of such Put Notice, then the Purchaser will be free to derive substantially all sell such Purchased Notes. The Put Right may be exercised only by delivery of a written notice to the Company (a "Put Notice") upon any acceleration under the Credit Agreement or, if no Loans are outstanding under the Credit Agreement, upon the demand of Purchasers holding Purchased Notes representing 25% of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder shall have the right (the “Put Right”), at the Holder’s option, to require the Company to repurchase all or any portion of the outstanding aggregate principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “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”)Purchased Notes. (b) On or before the twentieth (20th) calendar day after the occurrence Immediately upon any exercise of any VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: Right, (i) the Put Date; Price shall be immediately due and payable and the Company shall be required to deliver payment to the Purchasers of the purchase price for the Purchased Notes in immediately available funds, by wire transfer to an account designated in writing by the Purchasers and (ii) the date of such VIE Event andPurchasers shall sell, brieflytransfer, and assign the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) Following the payment of the Put Price Purchased Notes being purchased by the Company on free and clear of any adverse claims or encumbrances arising through it, duly endorsed or together with a standard bond power duly endorsed in blank (or otherwise through the Put Date, (i) this Note will cease to be outstanding; and (ii) all other rights facilities of the Holder with respect to the portion 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 required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put DateBook-Entry Transfer Facility).

Put Right. (a) In Holders of Registrable Shares other than Lori ▇. ▇▇▇▇▇ ▇▇▇ Jerr▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have the event any change in or amendment right, for the seven (7) days immediately following the first anniversary of the Closing Date (the "ANNIVERSARY DATE"), to put their Registrable Shares to the applicable Laws Company if the average closing price per share of the PRC results in Parent Common Stock as reported on the Nasdaq National Market (x"NASDAQ") for the 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 ten (10) consecutive trading days ending on the Anniversary Date (the "ANNIVERSARY VALUE") is less than $9.50 per share of the economic benefits from its business operations (as in existence immediately prior to Parent Common Stock. In such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”)case, the each Holder shall have the right (the “Put Right”), at the Holder’s option, to require cause the Company to repurchase all or any portion the total number of the outstanding principal amount Registrable Securities held by such Holder at a price of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder (the “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”)$9.50 per share. (b) On or before Each Holder desiring to exercise the twentieth put right in paragraph (20tha) calendar day after shall deliver to the occurrence Company, in accordance with Section 15, an Exercise Notice in the form attached hereto as Exhibit A within seven (7) days following the Anniversary Date. Such Exercise Notice shall state the number of any VIE Event, Registrable Securities to be repurchased by the Company shall deliver notice with respect to the Put Right to from the Holder (the “Put Right Notice”) stating: "REPURCHASE SHARES"). Upon receipt of such notice, the Company will notify the transfer agent for the Parent Common Stock that the number of Repurchase Shares shall be removed from the aggregate holdings of such Holder in the stock records of the Company and transferred to the treasury of the Company. The Company shall also pay the Holder, by wire transfer or check mailed to the most current address given by such Holder in accordance with the provisions of Section 15, an amount equal to (i) the Put Date; $9.50 multiplied by (ii) the date number of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawnRepurchase Shares. (c) To exercise its In no event shall the rights provided to require the Company Holders pursuant to purchase this Note, the Holder must deliver a written irrevocable notice of Section 12 be exercisable if the exercise of such right substantially in the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) Following the payment of the Put Price rights would adversely affect any transaction being contemplated by the Company on the Put Date, (i) this Note will cease that is intended to be outstandingaccounted for as a pooling of interests at the time such rights become exercisable; and (ii) all other provided, however, that any exercise rights so affected by a pooling transaction shall become exercisable in accordance with this Section 12 upon the cessation of the Holder with respect to the portion 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 restrictions imposed 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 Datesuch pooling transaction. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. During the period beginning on the Warrant Exercise Date and ending on the second (a2nd) In the event any change in or amendment to the applicable Laws anniversary of the PRC results in (x) Warrant Exercise Date, upon the Group Companies, as entry by the Company into one or more binding agreements to effect 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 Fundamental Transaction (as defined in existence immediately prior to such change the Series B Warrant) or series of liquidity events that result in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies a Fundamental Transaction (as in existence immediately prior to such change in law) defined in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”Series B Warrant), the Holder and for a period of thirty (30) days thereafter, Q▇▇▇▇▇▇ shall have the right but not the obligation to require the Purchaser to purchase (the “Put Right”), at ) all of the Holder’s option, to require issued and outstanding shares of capital stock of the Company to repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after the Put Right Notice has been given to the Holder owned by Q▇▇▇▇▇▇ by providing written notice (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at and the principal office Purchaser. Following delivery of the Put Notice by Q▇▇▇▇▇▇, the Purchaser shall be obligated to purchase, and Q▇▇▇▇▇▇ shall sell all of its shares of capital stock of the Company by no later than ten for an aggregate purchase price (10the “Put Purchase Price”) Business Days prior equal to 1.5 times Q▇▇▇▇▇▇’▇ currently invested capital ($17,000,000) in the Company. The Purchaser shall deliver payment to the Put Date. (d) Following the payment Company of the Put Purchase Price by in any of the Company on following forms (in the Put Date, Purchaser’s sole discretion) (i) this Note will cease to be outstanding; and cash by wire transfer of immediately available funds, (ii) shares of Purchaser Common Stock, or (iii) a combination of cash by wire transfer of immediately available funds and shares of Purchaser Common Stock. If the Purchaser determines (in its sole discretion) to pay all other rights of the Holder with respect to the or a portion of the outstanding principal amount Put Purchase Price by delivering to Q▇▇▇▇▇▇ shares 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)Purchaser Common Stock, the Company value of each share of Purchaser Common Stock 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, be equal to the Holder and record 30-day VWAP on the reduction in the outstanding principal amount in the Register immediately after payment date of the Put Price by Notice; provided that in no event shall the Company on the Put Datevalue of each share of Purchaser Common Stock be less than $1.00. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. The Subscriber shall have the right, but not the obligation, at any time after four months’ advanced written notice (a) In the event any change in or amendment to the applicable Laws of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE EventAdvanced Put Notice”), with such notice to be effective only on or after the Holder shall have five year anniversary of the right Closing, to put all (and only all) of the “Put Right”), Shares owned by the Subscriber to the Corporation at the Holder’s optionRepurchase/Put Price, to require which shall be payable in either cash or TerrAscend Shares, as determined in the Company to repurchase all or any portion sole discretion of the outstanding principal amount of this Note on the thirtieth Subscriber, subject to compliance with applicable law. The Subscriber shall exercise such put right by written notice (30th) Business Day after the Put Right Notice has been given to the Holder (the “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 VIE Event, the Company shall deliver notice with respect to the Put Right to the Holder (the “Put Right Notice”) stating: (i) the Put Date; (ii) the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which the Put Notice (as defined below) must be given; (iv) the Put Price and the method by which such amount 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; and (vi) that a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, given to the Company during normal business hours at Corporation and the principal office Corporation shall either pay to the Subscriber: (i) an amount in cash equal to the aggregate amount of the Company by no later than ten (10) Business Days prior Repurchase/Put Price payable to the Subscriber by wire transfer of immediately available funds; or (ii) the Corporation shall cause TerrAscend to issue the number of TerrAscend Shares having an aggregate value equal to aggregate Repurchase/Put Date. (d) Following Price payable to the payment of the Subscriber to be determined by dividing such aggregate Repurchase/Put Price by the Company on Fair Market Value of a TerrAscend Share measured as of the second Trading Day immediately preceding the date of issuance. The closing of any such purchase and sale transaction shall occur within 30 days of the Subscriber delivering the Put DateNotice. The Corporation agrees that it shall, (i) this Note will cease to be outstanding; and (ii) shall cause TerrAscend to, execute and deliver all documents and agreements, and take all other rights of actions, that the Holder with respect Subscriber may reasonably request in order to the portion 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 consummate any sale 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 Datecontemplated herein. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In the event any change that a registration statement with respect to Parent’s initial public offering of Parent Common Stock (an “IPO”) involving (i) an offering in or amendment which the aggregate gross proceeds to Parent (before the applicable Laws deduction of underwriters’ commissions and expenses are at least $20 million, (ii) a firm value of Parent of not less than $100 million and (iii) listing of the PRC results securities offered in such IPO on Nasdaq (xa “Qualified IPO”) has not been declared effective by December 31, 2006 (the Group Companies“Put Date”), as a whole, being legally prohibited from operating all or substantially all then each holder 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 Company Series B Preferred Stock immediately prior to such change in law) as reflected in its latest consolidated financial statements and the Effective Time (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (each a “VIE EventCompany Series B Investor”), the Holder ) shall have the right to sell certain shares of Parent Class B Common Stock received pursuant to this Agreement back to Parent on the terms and subject to the conditions set forth below (the “Put Right”), at the Holder’s option, to require the . Any Company to repurchase all or any portion of the outstanding principal amount of this Note on the thirtieth (30th) Business Day after Series B Investor may exercise the Put Right Notice has been given by delivering an irrevocable notice thereof to the Holder Parent not later than thirty (the “Put Date”30) at 100% of such outstanding principal amount plus accrued and unpaid Interest with respect to such outstanding principal amount, if any, to (but excluding) days following the Put Date (the “Put PriceNotice”). (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event, the Company shall deliver notice with respect Pursuant to the Put Right Right, each Company Series B Investor shall be entitled to sell that number of shares of Parent Class B Common Stock that is equal to the Holder product of (i) the result of (A) the total number of shares of Parent Class B Common Stock that constitute the Merger Consideration less (B) the number of Returned Shares (if any) multiplied by (ii) 44.556% (the “Put Right NoticePercentage”) stating: (isuch number of shares to be adjusted appropriately to reflect the impact of any stock split, combination, recapitalization, or the like applicable to the Parent Class B Common Stock that is effected on or after the Closing Date, so as to put each Company Series B Investor in substantially the same economic position as if no such stock split, combination, recapitalization, or the like had occurred) the Put Date; (ii) the date of such VIE Event and, brieflyas so adjusted, the events causing “Aggregate Put Shares Number”) in exchange for cash consideration from Parent equal to such trigger; (iii) the date by which the Company Series B Investor’s Put Notice Pro Rata Share (as defined below) must of $2,893,014 (the “Put Consideration”). Each Company Series B Investor’s “Put Pro Rata Share” shall be given; equal to the quotient of (ivA) the Put Price and number of shares of Company Series B Preferred Stock held by such Company Series B Investor immediately prior to the method Effective Time divided by which such amount will be paid; (vB) the procedures that number of shares of Company Series B Preferred Stock held by all Company Series B Investors (other than Parent and any holder of Company Series B Preferred Stock whose shares are appraised and acquired for cash in connection with such appraisal) immediately prior to the Holder must follow and the requirements that the Holder must satisfy Effective Time, including in order to exercise the Put Right; and (vi) that a Put Noticeeach case any Second Closing Escrow Shares or Third Closing Escrow Shares, once validly given, may not be withdrawnas applicable. (c) To Parent shall pay the share of the Put Consideration payable to each Company Series B Investor that elects 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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office of the Company by no Right not later than ten six (106) Business Days prior to months following the Put Date, provided, however, that notwithstanding the foregoing, if Parent makes such payment later than thirty (30) days following the Put Date (it being understood and agreed that Parent is not entitled to make such payment any later than six (6) months after Put Date), the Put Percentage shall be increased to 53.467% (with a corresponding increase to the Aggregate Put Shares Number) and the Put Consideration shall be increased to $3,471,617. (d) Following the payment of The ability to exercise the Put Price by Right shall terminate upon the Company on the Put Date, earlier of (i) this Note will cease to be outstanding; and thirty (30) days after the Put Date or (ii) all other rights the effective date of the Holder a registration statement filed in connection with respect to the portion 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 DateQualified IPO. (e) Notwithstanding the foregoing, the Company shall not be required to repurchase this Note on any date at the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment of the Put Price with respect to this Note and any related interest on the Put Date).

Put Right. (a) In the event At any change in or amendment time prior to the applicable Laws third anniversary of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”)Effective Date, the Holder affiliates of Monroe who hold the outstanding trust interests in ▇▇▇▇▇▇ ▇▇ Holdings Trust and the outstanding limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Put Holders”, who shall be deemed intended third-party beneficiaries of this section 9.06) shall have the right to sell (the “Put RightOption”) to Strategic REIT all (but not less than all) of the outstanding trust interests in Monroe and limited liability company interests in ▇▇▇▇▇▇ ▇▇ Condo Investment, LLC (collectively, the “Equity Interests”), at on the Holder’s option, terms and subject to require the Company to repurchase all or any portion of the outstanding principal amount provisions of this Note on the thirtieth (30th) Business Day after Section 9.06. The Put Holders may exercise the Put Right Notice has been given to the Holder Option by delivering written notice (the “Put Notice”) of their election to Strategic REIT at any time prior to the third anniversary of the Effective Date. The Put Notice shall state that the Put Holders have elected to sell all of the Equity Interests to Strategic REIT for the Put Price (as calculated in accordance with Section 9.06(b)). The Put Notice may specify a target date, which shall not be more that 60 days from the date of the Put Notice, on which the Put Holders desire the sale of the Equity Interests to become effective (the “Put Effective Date”), in which case the closing of the sale of the Equity Interests shall not occur before such date. (b) 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 aggregate purchase price for the Put Date Equity Interests (the “Put Price”) shall be the sum of (X) the Net Investment Amount (as defined below) on the date of the Put Notice and (Y) the amount determined by applying an annual interest rate of 8%, compounded annually (but pro rated for any partial year), to the average daily Net Investment Amount (as defined below), for the period starting September 14, 2012 and continuing through the Put Effective Date. For purposes hereof, the Net Investment Amount shall mean, on any given day, the sum of (a) all investments, advances, or cash contributed by Monroe or any of its Affiliates in respect of the Equity Interests, including, without limitation, Mandatory Capital, Additional Capital or other capital contributions hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any loans or advances to any of such entities, and payments under the Reimbursement Agreement or the Limited Guarantees, if any; less the sum of (b) all distributions received by Monroe or any of its Affiliates hereunder or under the applicable limited liability company agreements of EH Condominium Holdings or EH DTRS Holdings, any payment received by Monroe or any of its Affiliates pursuant to the Services Agreement (but excluding any expense reimbursement), any return of capital from the Company or EH Condominium Holdings or EH DTRS Holdings, and any repayment of loans or advances to such entities. (bc) On or before If the twentieth (20th) calendar day Put Holders elect to exercise the Put Option, the closing of the Put Option shall be consummated as soon as practical following the delivery of the Put Notice, but in any event after the occurrence of any VIE Event, the Company shall deliver notice with respect Put Effective Date and prior to the date that is thirty (30) days following the Put Right Effective Date. Strategic REIT shall be entitled to receive customary representations, warranties and indemnification from the Holder (the “Put Right Notice”) statingHolders as to: (i) ownership, title, authority to sell and the Put Datelike regarding the Equity Interests; (ii) the date absence of such VIE Event and, briefly, any assets or liabilities of any kind in ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those arising under this Agreement and the events causing such triggerlimited liability company agreements of EH DTRS Holdings and EH Condominiums Holdings); (iii) the date absence of any activities of any kind by which ▇▇▇▇▇▇ ▇▇ Holdings Trust and ▇▇▇▇▇▇ ▇▇ Condo Investment (other than those associated with holding interests in the Put Notice (as defined below) must be givenCompany, EH DTRS Holdings and EH Condominiums Holdings); and (iv) the Put Price qualifications of ▇▇▇▇▇▇ ▇▇ Holdings Trust as real estate investment trusts under the Code and their compliance with applicable laws related thereto. For the method by which such amount will be paid; (v) the procedures that the Holder must follow and the requirements that the Holder must satisfy in order to exercise avoidance of doubt, the Put Right; and (vi) that a Put Notice, once validly given, may Holders shall not be withdrawn. (c) To exercise its rights required to require make any representations, warranties and indemnification as to the Company to purchase this Note, the Holder must deliver a written irrevocable notice operations or financial matters of the exercise Company, EH DTRS Holdings, EH Condominiums Holdings or any of their respective Subsidiaries. Strategic REIT shall be entitled to receive such right substantially in other deliveries as may be reasonably necessary to effect the form set forth in Appendix 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) and surrender this Note, duly endorsed, to the Company during normal business hours at the principal office purchase of the Company by no later than ten (10) Business Days prior to the Put DateEquity Interests. (d) Following the payment of Strategic REIT shall pay the Put Price by the Company on issuing and delivering to the Put DateHolders shares of Strategic REIT’s common stock (the “Common Stock”) having a value (as determined below) equal to the aggregate purchase price for the Equity Interests as determined in subsection (b) above. The shares of Common Stock shall be valued, for purposes of paying the purchase price for the Equity Interests, at the greater of $7.50 per unit (i) this Note will cease to be outstanding; equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends and similar transactions) and the twenty (ii20) all other rights day volume-weighted average price of a share of Common Stock as of the Holder with respect to the portion 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 date of the Put Price by the Company on the Put DateNotice. (e) The parties acknowledge that the Common Stock will be listed pursuant to the terms of the Registration Rights Agreement. Subject to the approval of the New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock, Strategic REIT agrees to use its reasonable commercial efforts to cause the listing of the Common Stock to become effect as soon as reasonably possible after the closing of the Put Option. Notwithstanding anything contained herein or in any other agreement to the foregoingcontrary, the Company Strategic REIT shall not be required to repurchase this Note on issue or deliver any date at shares of Common Stock to any Put Holder if prohibited by, or unless and until all approvals required by, the option rules of the Holder upon a VIE Event if NYSE or any other national or regional securities exchange or system of automated dissemination of quotation of securities prices in the outstanding principal amount of this Note has United States on which the Common Stock is then traded or quoted, have been acceleratedobtained, and such acceleration has not been rescindedincluding, on or prior to such date (including as a result without limitation, the approval of the payment New York Stock Exchange of the supplemental listing application with respect to the listing of the Common Stock. (f) Upon the date of the Put Price with respect to this Note Notice, all obligations, if any, of Monroe and any related interest on Affiliates of Monroe under the Reimbursement Agreement or any Limited Guarantees shall cease to accrue, but liabilities and obligations accruing prior to the date of the Put Notice shall remain outstanding and not be effected by delivery of the Notice or closing of the Put Option. Upon the Put Effective Date, (x) the Services Agreement shall terminate, and (y) Monroe shall cease to be a member of this Company and shall have no further obligations hereunder (but shall continue to have its rights under this Section 9.06).

Put Right. (a) In the event any change in or amendment to the applicable Laws of the PRC results in (x) the 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 prior to such change in law) as reflected in its latest consolidated financial statements and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Group Companies (as in existence immediately prior to such change in law) in the same manner as reflected in in its latest consolidated financial statements (a “VIE Event”), the Holder Holdings shall have the right right, exercisable at any time and from time to time beginning on the Restricted Period End Date and continuing for a period of 30 days thereafter (the “Put RightPeriod”), at the Holder’s option, to require the Company to repurchase sell all or any a portion of the outstanding principal amount Aggregate Shares to F▇▇▇▇▇▇ or an Affiliate of this Note on the thirtieth F▇▇▇▇▇▇, and F▇▇▇▇▇▇ will be obligated to, or will cause such Affiliate to, purchase such Aggregate Shares, at a purchase price of $6.00 per share (30thsubject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) Business Day after the Put Right Notice has been given to the Holder (the “Put DatePurchase Price”) at 100% of ). Such rights to sell to F▇▇▇▇▇▇ or such outstanding principal amount plus accrued and unpaid Interest with respect Affiliate pursuant to such outstanding principal amount, if any, this Section 3 are referred to (but excluding) the Put Date (herein as the “Put Price”)Right. (b) On or before the twentieth (20th) calendar day after the occurrence of any VIE Event, the Company ” Holdings shall deliver notice with respect to exercise the Put Right to the Holder by giving written notice of exercise (the “Put Right Notice”) stating: to F▇▇▇▇▇▇, which notice shall set forth the number of Aggregate Shares to be purchased by F▇▇▇▇▇▇ or such Affiliate (i) the “Put Shares”). Within seven business days after F▇▇▇▇▇▇ or his Affiliate receives the Put Date; (ii) Right Notice, F▇▇▇▇▇▇ shall, or shall cause such Affiliate to, pay the date of such VIE Event and, briefly, the events causing such trigger; (iii) the date by which aggregate Put Purchase Price for the Put Notice Shares to Holdings by check or wire transfer of immediately available funds to an account designated by Holdings . Promptly after Holdings receives such payment, Holdings shall deliver (as defined belowor arrange for delivery) must be given; (iv) to F▇▇▇▇▇▇ or such Affiliate a stock certificate representing the Put Price Shares (free and the method clear of any rights, restrictions, liens or encumbrances whatever) purchased by which F▇▇▇▇▇▇ or such amount 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; and (vi) that Affiliate together with a Put Notice, once validly given, may not be withdrawn. (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 2 endorsed under its common seal or under the hand of a director or a duly authorized officer in writing (a “Put Notice”) 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. (d) 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 portion of the outstanding principal amount of this Note repurchased shall terminate (other than the right to receive the Put Price)fully-executed stock power. 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, if Holdings exercises the Put Right in connection with a Company shall not be required to repurchase this Note on any date at Sale, the option of the Holder upon a VIE Event if the outstanding principal amount of this Note has been accelerated, and such acceleration has not been rescinded, on or prior to such date (including as a result of the payment exercise of the Put Price with respect Right shall be effective, and the sale of the Aggregate Shares pursuant to this Note and any related interest on the Put Date)Right to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇ at a purchase price of $6.00 per share in cash (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) shall be subject to and take place immediately prior to, the consummation of the Company Sale, it being understood that if such Company Sale is terminated, the provisions of Section 2 and 4 shall apply until the next Restricted Period End Date occurs and thereby triggers a new Put Period consistent with the provisions of this Section 3.