Common use of Put Right Clause in Contracts

Put Right. (i) In the event that, prior to the Agreement Termination Date, the Management Stockholder’s Employment with the Company terminates due to the Management Stockholder’s death or Disability, such Management Stockholder or her or his Transferee (as applicable) shall have the right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to the Company (or its designated assignee), and upon the exercise of such right the Company (or its designated assignee) shall purchase from the Management Stockholder or Transferee, all or any portion of the Shares held by the Management Stockholder or Transferee as of the date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Stockholder or Transferee shall exercise such right by delivering to the Company a written notice (the “Put Notice”) specifying his or her intent to sell Shares held by the Management Stockholder or Transferee and the number of Shares to be sold. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus two (2) percentage points

Put Right. (i) In the event that, prior to the Agreement Termination Date, the Management Stockholder’s Employment with the Company terminates due to the Management Stockholder’s death or Disability, such Management Stockholder or her or his Transferee (as applicable) shall have the right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to the Company (or its designated assignee), and upon the exercise of such right the Company (or its designated assignee) shall purchase from the Management Stockholder or Transferee, all or any portion of the Shares held by the Management Stockholder or Transferee as of the date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Stockholder or Transferee shall exercise such right by delivering to the Company a written notice (the “Put Notice”) specifying his or her intent to sell Shares held by the Management Stockholder or Transferee and the number of Shares to be sold. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus two (2) percentage points.

Put Right. (i) In Upon the event thatoccurrence of both a Designated Event and a Rating Decline, each holder of Debentures may require the Corporation to purchase, on the Repayment Date all or any portion of its Debentures at a price equal to the Put Price in effect on the 30th day preceding the Repayment Date, together with accrued interest to the Repayment Date. If, prior to the Agreement Termination 30th day preceding a Repayment Date, a Rating Recovery shall occur, the holders of the Debentures shall no longer have the right to require the Corporation to purchase their Debentures on such Repayment Date. At any time prior to the 90th day following a Rating Decline Date, the Management Stockholder’s Employment with the Company terminates due to the Management Stockholder’s death or Disability, such Management Stockholder or her or his Transferee (as applicable) Corporation shall have the right, during right to increase the 180-day period following interest rate borne by the later to occur of (x) such termination of Employment Debentures and (y) shall notify the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to the Company (or its designated assignee), and upon the exercise Debentureholders of such increased rate. Following the giving of each notice each Debentureholder shall have the right to require the Company (or its designated assignee) shall purchase from Corporation to purchase, on the Management Stockholder or TransfereeRepayment Date, all or any portion of the Shares held by the Management Stockholder or Transferee as of the date on which such right is exercised its Debentures at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Stockholder or Transferee shall exercise such right by delivering to the Company a written notice (the “Put Notice”) specifying his or her intent to sell Shares held by the Management Stockholder or Transferee and the number of Shares to be sold. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter Price in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash effect on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result notice (which Put Price shall be set forth in the violation notice), together with accrued interest to such Repayment Date. If any holder of Debentures does not exercise its right to require the Corporation to so purchase its Debentures, then its Debentures shall bear interest at the increased rate set forth in such notice by the Corporation, as and from the Rating Decline Date, unless the Corporation has exercised its right set forth in the paragraph below. If 90% or more in aggregate principal amount of the terms or provisions of, or result in Debentures outstanding on the 30th day preceding a default or event of default under, any Financing AgreementRepayment Date have been tendered for purchase on such Repayment Date, the Company may delay any such payment until such restriction lapses as provided below. In Corporation shall have the event the payment right to purchase all of the remaining Debentures at such date at the Put Price, together with accrued interest to such date. Notice of such purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, shall be given to the Company shall notify Trustee prior to the Management Stockholder or Transferee said Repayment Date and as soon as practicable possible thereafter by the Trustee to the holders of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus two (2) percentage pointsDebentures.

Put Right. (i) In the event that, prior to the Agreement Termination Date, the Management Stockholder’s Employment with the Company terminates due to the death or Disability of the Management Stockholder’s death or Disability, such Management Stockholder or his or her or his Transferee (as applicable) shall have the right, during the 180120-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i3(c) for at least six (6) months, to sell to the Company (or its designated assignee), and upon the exercise of such right the Company (or its designated assignee) shall purchase from the such Management Stockholder or Transferee, all or any portion of the Shares held by the such Management Stockholder or Transferee as of the date on as of which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date as of which such right is exercised. The Management Stockholder or Transferee shall exercise such right by delivering to the Company a written notice (the “Put Notice”) specifying his or her intent to sell Shares held by the Management Stockholder or Transferee Transferee, the proposed date as of which such right is to be exercised and the number of Shares to be sold. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) and the Stockholder shall specifyagree on the actual date of exercise, which date shall be no later than forty-five within thirty (4530) days after the end delivery of the fiscal quarter in which the Put Notice is deliveredand which shall be the date on which the purchase and sale occurs. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any a Financing Agreement, the Company may delay any such payment until such restriction lapses as provided belowpayment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice purchase and sale shall remain outstanding occur as provided above and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime such reasonable rate charged during the Delay Period by a nationally recognized bank designated as may be established by the Board plus two (2) percentage pointsBoard.

Put Right. If within 120 days after the closing of the transactions contemplated in the Reorganization Agreement (i) In the event that"CLOSING DATE"), iExalt fails to file a registration statement (that is not later withdrawn by iExalt prior to effectiveness) in which each of the Agreement Termination DateStockholders were provided the opportunity to register for resale their respective shares of Registrable Common, the Management Stockholder’s Employment with the Company terminates due to the Management Stockholder’s death or Disability, such Management any Stockholder or her or his Transferee (as applicable) shall have the rightright to put (the "PUT OPTION"), from time to time during the 180-day period following the later to occur of Put Period (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to the Company (or its designated assigneeas defined below), and upon the exercise of such right the Company (or its designated assignee) shall purchase from the Management Stockholder or Transferee, all or any portion of the Shares held Registrable Common owned by such Stockholder, to iExalt (or, in iExalt's sale discretion, any of its affiliates) for the Management Stockholder purchase in cash by iExalt (or Transferee its affiliate, as the case may be) at the Put Price per share (as defined below). The Put Period shall be the 60-day period commencing on the 120th day after the closing date (the "CLOSING DATE") of the date on which such right is exercised at a per Share price equal to transactions contemplated in the Fair Reorganization Agreement. The Put Price shall be the average Market Value Price (as defined below) of a Share share of Common Stock determined as of during the date such right is exercised120-day period after the Closing Date, but in no event less than $1.50 per share or greater than $2.28 per share. The Management A Stockholder or Transferee shall exercise such right the Put Option by delivering to the Company a written notice to iExalt (the “"PUT NOTICE") within the Put Notice”) specifying his or her intent to sell Shares held by Period, after which time the Management Stockholder or Transferee Put Option shall lapse and the number be of Shares to be soldno further force and effect. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which If the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, timely given by any Financing AgreementStockholder, the Company may delay any such payment until such restriction lapses as provided below. In the event the payment closing of the purchase price is delayed as a result to that Shareholder shall occur within 10 business days after iExalt's receipt of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If At closing, (i) iExalt (or its affiliate, as the Management Stockholder or Transferee does not rescind case may be) shall pay to the Stockholder(s) the cash purchase price for the Registrable Common with respect to which such Stockholder(s) have exercised the Put Notice Option (the "PUT SHARES") such Stockholder(s) and (ii) the Stockholder(s) shall deliver to iExalt the stock certificates representing the Put Shares duly endorsed for transfer to iExalt (or its affiliate as provided in the preceding sentencecase may be) or accompanied by blank stock powers. For purposes of this Section 2(b), "MARKET PRICE" of a share of Common Stock on any given date means (i) the closing sales price of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation average of the terms closing bid and asked prices for a share of Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or provisions of(iii) if not quoted on NASDAQ, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime rate charged during of the Delay Period by closing bid and asked prices for a nationally recognized bank designated share of Common Stock as quoted by the Board plus two (2) percentage pointsNational Quotation Bureau's "PINK SHEETS" or the National Association of Securities Dealers OTC Bulletin Board

Put Right. (i) In the event that, If prior to the Agreement Termination Dateearlier of the date which is 42 months after the Closing Date or the Positive EPS Date QUALCOMM shall enter into an agreement to effect, in one or in a series of related transactions with a Third Party or such Third Party's Affiliates, a sale, transfer or other disposition of more than 50% of the Management Stockholder’s Employment with the Company terminates due to the Management Stockholder’s death or Disabilitythen outstanding Ordinary Shares, such Management Stockholder or her or his Transferee (as applicable) VeloCom shall have the rightright (a "Put Right") to elect to sell to QUALCOMM, during and QUALCOMM shall be required to purchase from VeloCom for cash, all (but not less than all) of VeloCom's Ordinary Shares. Notwithstanding anything herein to the 180-day period following contrary, the later Put Right may not be exercised until after the earlier of the date which is 42 months after the Closing Date or the Positive EPS Date and shall expire 6 months after such date. The purchase price of VeloCom's Ordinary Shares purchased by QUALCOMM pursuant to occur the Put Right shall be the greater of (x) such termination of Employment the price per Ordinary Share sold by QUALCOMM in the transaction giving effect to the Put Right and (y) the date on which Current Market Price at the Management Stockholder or Transferee has held time the Shares most recently acquired Put Right is exercised. If in the transaction giving rise to be sold pursuant to this Section 3(c)(i) for at least six (6) months, the Put Right QUALCOMM intends to sell to any QUALCOMM Commitment Shares along with the Company (or its designated assignee), and upon the exercise of such right the Company (or its designated assignee) shall purchase from the Management Stockholder or Transferee, all or any corresponding portion of the Shares held by QUALCOMM Commitment (as permitted under Section 3.4(a)) and the Management Stockholder or Transferee as per share sale price applicable to such transaction does not take into account the value of the date on which such right is exercised at a QUALCOMM Commitment being so assumed, then the per Share share price equal applicable to the Fair Market Value of a Share of Common Stock determined as Put Right shall be increased to include such value. On the date of the date such right is exercisedclosing of the transaction giving rise to the Put Right, QUALCOMM shall confirm in writing to VeloCom its obligations arising from the Put Right in form reasonably satisfactory to VeloCom. The Management Stockholder or Transferee Put Right shall exercise such right be exercised by delivering delivery to the Company QUALCOMM of a written notice (the “"Put Notice”") specifying his or her intent to sell Shares held by the Management Stockholder or Transferee and the number of Shares to be soldsuch exercise. The Management Stockholder’s or Transferee’s put right shall be deemed exercised as closing of the date on which purchase of VeloCom's Ordinary Shares pursuant to this Section 6.7 shall take place at the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as principal offices of the Company (or its designated assigneesuch other place as QUALCOMM and VeloCom may agree) shall specify, which date shall be no later than forty-five sixty (4560) days after the end following receipt by QUALCOMM of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If At the Management Stockholder or Transferee does not rescind closing of the Put Notice as provided in purchase of VeloCom's Ordinary Shares pursuant to this Section 6.7, VeloCom shall assign and transfer to QUALCOMM good and valid title to VeloCom's Ordinary Shares to be sold and transferred, free and clear of all Liens, and QUALCOMM shall pay to VeloCom the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result for such Ordinary Shares in the violation cash by delivery of the terms a certified check or provisions of, bank check or result in a default or event by wire transfer of default under, any Financing Agreement, and immediately available funds to such payment account as VeloCom shall equal the amount that would have been paid direct by written notice delivered to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus QUALCOMM not later than two (2) percentage pointsBusiness Days prior to such closing.