Common use of Put Rights Clause in Contracts

Put Rights. The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder Holder shall have the following right, but not the obligation, to put (“Put Rights: Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) At the earlier of (i) the fifth second anniversary of the date hereof and Original Issue Date, (iib) an event constituting an Event of Default, (c) a Change of Control, or (d) the Warrantholder may notify sale, liquidation or other disposition of the Company in writing whole or a significant portion of the assets of, or equity in, the Company. The put price (the "PUT NOTICE"“Put Price”) per Warrant Share shall be the greater of (x) the Warrantholder's desire to cause Minimum Put Price and (y) the Company to repurchase, in the case of clause (i) above, all (but not less than all) Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1 and (issued or represented by c) if the Warrant) at Put Option is being exercised following a Change of Control, the highest price paid per share equal to the Repurchase Price (the "Five-Year Put"), or, of Common Stock transferred in the case of clause (ii) above, the Warrant at the Change of Control Repurchase transaction less the Exercise Price (payable upon the "Change exercise of Control Put")the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5. (b) If the Company receives a 4.1.1 The Put Notice pursuant to Section 7(a), it Option shall deliver be exercised by written notice to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible Company. The closing of the exercise of the Put Option shall be effected within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in written notice. On the case of a Change of Control Putdate scheduled for closing, the Change of Control Repurchase Price; and (iii) Put Price shall be payable to the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure Holder by the Company to repurchase the Warrants and in cash, by certified check or by wire transfer, against delivery of the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued and or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised , as the "five year put" provided for in the Investor Warrantscase may be. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if 4.1.2 In the event that the Put Price is not paid by the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed scheduled for repurchaseclosing, the Corporation shall also Company shall, without further notice, be liable to pay interest thereon on the Put Price at the rate of 12% eighteen percent (18%) per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At annum from the date of exercise of the Put Closing, the Warrantholder shall deliver Option pursuant to Section 4.1.1 above to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case date of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholderpayment. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. In addition, the Warrantholder shall be entitled to the rights and remedies provided in Section 6.2 of the Investment Agreement. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) Except as otherwise provided in a Management Equity Award Agreement, if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate as a result of death of Disability (a “Put Termination Event”), the Management Limited Partner (or its estate or heirs) shall have the right but not the obligation to require the Partnership to purchase, from time to time after such Put Termination Event, for a period of 200 days following Put Rights: (a) At the earlier later of (ix) the fifth anniversary of Put Termination Event and (y) with respect to Management Interests which are Vested Interests, the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing such Management Interests become Vested Interests (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above“Put Option Period”), all (but not less than all) of the Warrant Shares Management Interests held by such Management Limited Partner; provided that the General Partner may require that the exercise be delayed until the 181st day following the later of the Put Termination Event and the date such Management Interests become Vested Interests if deferring such exercise would avoid an adverse accounting impact to the Partnership or its Subsidiaries. To exercise such purchase right, the Management Limited Partner (issued or represented by its estate or heirs) shall deliver to the WarrantPartnership prior to the expiration of the Put Option Period a written notice specifying its election to exercise its rights under this Section 12.3, whereupon such Management Limited Partner (or its estate or heirs) shall be required to sell to the Partnership all of its Management Interests, at a price per share Management Interest equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"applicable purchase price determined pursuant to Section 12.2(c). (b) If The closing of the Company receives a Put Notice purchase of the Management Interests pursuant to Section 7(a)12.3(a) shall occur at such time and place as the parties to such purchase shall agree, it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible in any event within thirty (30) 45 days of the receipt Price Determination Date; provided that if such purchase is subject to any prior regulatory approval, then such 45-day period shall be extended until the expiration of 10 Business Days after all such approvals shall have been received. At such closing, the Management Limited Partner (or its estate or heirs) shall deliver certificates representing the Management Interests (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Management Interests shall be free and clear of any liens, and the Company transferring Management Limited Partner (or its estate or heirs) shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Management Interests with the full right, power and authority to convey the Management Interests to the Partnership. At such closing, all of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior parties to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued transaction shall execute such additional documents as are otherwise necessary or represented by this Warrant) to appropriate. The Management Interests may be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as through any of the date of means described in, and subject to the Put Notice) orterms and conditions of, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year PutSection 12.2(d), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect Notwithstanding anything to Warrants and Warrant Shares properly tendered for repurchasethe contrary elsewhere herein, the Partnership shall not be obligated to purchase any Management Interests at any time pursuant to this Section 12.3 (i) to the extent that (A) the purchase of such Management Interests (together with any other purchases of Management Interests pursuant to this Article XII, or pursuant to similar provisions in any other agreements with other investors, of which the Partnership has at such time been given or has given notice) or (B) in the event of an election to purchase such Management Interests with shares of the IPO Corporation, the issuance of such shares by the IPO Corporation or the distribution of such shares of the IPO Corporation to the applicable Management Limited Partner(s) would result (x) in a violation of any Law (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares to the applicable Management Limited Partner(s)), (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), in a Financing Default or (z) in the Partnership being required to disgorge any profit to the IPO Corporation pursuant to Section 16(b) of the Exchange Act, (ii) if immediately prior to such purchase of Management Interests, issuance or purchase of shares of the IPO Corporation, as the case may be, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), or (iii) if the Company fails Partnership does not have funds available to pay effect such purchase of Management Interests. The Partnership shall within 15 days of learning of any such fact so notify the Repurchase Price Members in writing that it is not obligated to purchase such Management Interests, whereupon Sections 12.3(b) and 12.3(c) shall apply to such Management Interests as if the Management Limited Partner (or its estate or heirs) had never delivered a notice electing to require the Change of Control Repurchase Price on Partnership to purchase such Management Interests. Notwithstanding the date fixed for repurchaseforegoing, the Corporation Partnership shall also pay interest thereon at the rate use reasonable efforts to cause its Subsidiaries to distribute cash necessary to satisfy its obligations in respect of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurredSection 12.3. (d) At the Put Closing, the Warrantholder The provisions of this Section 12.3 shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of terminate upon a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the WarrantholderQualified Public Offering. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) In addition and not in limitation of the Holder’s rights pursuant to Section 9(c), at any time following (i) the repayment of the Notes prior to the Maturity Date, (ii) an Event of Default (as defined in the Purchase Agreement) that continues uncured (if at such time any portion of the Notes remains outstanding), or (iii) the Maturity Date (each a “Put Trigger Event” and the date of the occurrence of a Put Trigger Event, the “Put Trigger Date”), the Holder shall have the following Put Rights: right, but not the obligation, upon five (a5) At Trading Days’ prior written notice to the earlier Company, to require the Company to purchase this Warrant or the Holder’s Warrant Shares for a purchase price in cash equal to the product of (i) the fifth anniversary greater of (A) the date hereof Closing Price on the Put Trigger Date and (iiB) a Change of Controlthe Common Equity Value Per Share on the Put Trigger Date, less in each instance the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, Exercise Price in the case of clause a purchase of all or any unexercised portion of this Warrant (the amount determined by the foregoing (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause “Per-Share Target Price”); multiplied by (ii) abovethe number of Warrant Shares covered by the unexercised portion hereof or to be sold hereunder (such product, the Warrant at “Target Price”); provided, however, that the Change rights provided to the Holder shall not be exercisable in the event that (x) the Closing Price is greater than the Per-Share Target Price on each of Control Repurchase the forty-five (45) Trading Days prior to the Put Trigger Date, and (y) the Common Stock is listed on an Eligible Market from and after the Put Trigger Date and the nature of the Put Triggering Event does not foreclose the continued listing of the Company’s Shares. The Per-Share Target Price and Target Price shall in all cases be determined without giving effect to any deductions for (x) liquidity considerations, (y) minority shareholder status, or (z) any liquidation or other preference or any right of redemption in favor of any other equity securities of the "Change of Control Put")Company. (b) If In the event a Put Triggering Event occurs and the Company receives a Put Notice pursuant is unable to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing purchase this Warrant or Warrant Shares are in cash pursuant to be surrendered for payment; PROVIDEDthe terms of Section 12(a) (including without limitation a failure of the Company to obtain any necessary waivers pursuant to the terms of any Indebtedness), HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than issue a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal tonote, in the case of form attached hereto as Exhibit D (a Five-Year Put“Put Note”), the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of with a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable principal face amount equal to the Warrantholder or by wire transfer of immediately available funds to an account designated by the WarrantholderTarget Price. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder Holder shall have the following right, but not the obligation, to put (“Put Rights: Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) At 180 days prior to the earlier Expiration Date, (b) an event constituting an Event of Default, (i) the fifth anniversary of the date hereof and (iic) a Change of Control, or (d) the Warrantholder may notify sale, liquidation or other disposition of the Company in writing whole or a significant portion of the assets of, or equity in, the Company. The put price for each Warrant Share issued or issuable upon exercise of this Warrant (the "PUT NOTICE"“Put Price”) shall be the greater of (x) the Warrantholder's desire Minimum Put Price; provided that if the Put Option is exercised prior to cause the Company to repurchaseExercise Period Commencement Date, in then $60,000 for the case of clause entire Warrant, (iy) above, all (but not less than all) the Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant and (issued or represented by c) if the Warrant) at Put Option is being exercised following a Change of Control, the highest price paid per share equal to the Repurchase Price (the "Five-Year Put"), or, of Common Stock transferred in the case of clause (ii) above, the Warrant at the Change of Control Repurchase transaction less the Exercise Price (payable upon the "Change exercise of Control Put")the unexercised portion of this Warrant. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5. (b) If the Company receives a 4.1.1 The Put Notice pursuant to Section 7(a), it Option shall deliver be exercised by written notice to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible Company. The closing of the exercise of the Put Option shall be effected within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in written notice. On the case of a Change of Control Putdate scheduled for closing, the Change of Control Repurchase Price; and (iii) Put Price shall be payable to the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure Holder by the Company to repurchase the Warrants and the Warrant Shares following the exercise in cash, by certified check or by wire transfer, against delivery of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor WarrantsWarrant. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if 4.1.2 In the event that the Put Price is not paid by the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed scheduled for repurchaseclosing, the Corporation shall also Company shall, without further notice, be liable to pay interest thereon on the Put Price at the rate of 12% eighteen percent (18%) per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At annum from the date of exercise of the Put Closing, the Warrantholder shall deliver Option pursuant to Section 4.1.1 above to the Company date of payment, it being understood that the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of be repurchased as at such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholderdate. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder Notwithstanding any other provisions of this Agreement, following February 6, 2021, the BR Member, on behalf of itself and the BR Equityholders (to the extent such BR Equityholder own directly any portion of the Retained Equity) and/or their respective Permitted Transferees (collectively, the “Put Sellers”), shall have a continuing and perpetual option and right subject in all cases to the following terms of this Section 9.8, to deliver an irrevocable written notice of election to the TPC Member (such notice, a “Put Rights: Election” and the transaction resulting from any Put Election, a “Put Option”) to initiate the purchase by (a) At at the earlier of (iTPC Member’s sole election) the fifth anniversary of the date hereof and (ii) a Change of ControlTPC Member, the Warrantholder may notify the Company in writing or any of their respective Affiliates (the "PUT NOTICE"“Put Purchaser”) from the Put Sellers of the Warrantholder's desire to cause the Company to repurchaseall, in the case of clause (i) above, all (but not less than all) , of the Warrant Shares (issued or represented Units owned by the WarrantPut Sellers (the “Put Units”) at a price per share for an amount equal to the Repurchase Put and Call Price. Subject to Section 9.9, the Put and Call Price (may be paid, at the "Five-Year Put"), orelection of the Put Purchaser, in the case form of clause readily available funds or shares of Issuer Common Stock or a combination of both. Within fifteen (15) days following the TPC Member’s receipt of the Put Election, the TPC Member shall prepare and deliver to the BR Member a written notice which shall (the “Put Notice”) (i) specify the identity of the Put Purchaser, (ii) above, include a calculation of the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver EBITDA attributable to the WarrantholderPut and Call Price, by first class mail, postage prepaid, mailed as soon as practicable (iii) include a calculation of the Put and if possible Call Price to be paid to the Put Sellers for the Put Units and (iv) specify what portion of the Put and Call Price will be paid in cash and what portion of the Put and Call Price will be paid in shares of Issuer Common Stock subject to the closing of the Put Option within thirty (30) days of the receipt by delivery of the Company Put Notice. Following the delivery of the Put Notice, a notice stating: (i) the date as of which such repurchase TPC Member shall occur (which date (provide and cause the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior Company to provide to the Expiration Date); BR Member (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date on behalf of the Put NoticeSellers) orwith reasonable access, in during normal business hours and upon reasonable advance notice, to the case personnel, properties, books and records of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and extent reasonably necessary for the Warrant Shares following BR Members review the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for calculations set forth in the Investor WarrantsPut Notice. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder Holder shall have the following right, but not the obligation, to put (“Put Rights: Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) At the earlier Maturity Date as set forth in the Loan and Security Agreement, (b) an Event of Default, (i) the fifth anniversary of the date hereof and (iic) a Change of Control, (d) any event which has had or could reasonably be expected to have a Material Adverse Effect, or (e) the Warrantholder may notify sale, liquidation or other disposition of the Company in writing whole or a significant portion of the assets of, or equity in, the Company. The put price (the "PUT NOTICE"“Put Price”) shall be the Fair Market Value of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) Vested Percentage of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant. For purposes of this Warrant, “Change of Control” means any of the following: (issued or represented by a) the Warrant) at a price per share equal failure of Xxxxxx Xxxx to the Repurchase Price (the "Five-Year Put"), or, remain actively engaged in the case management of clause (ii) abovethe Company and to hold the positions held on the Closing Date, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). including as an officer and/or director; (b) If the sale, assignment or other transfer of any Capital Stock in the Company receives a Put Notice pursuant to Section 7(a)if after the consummation of such sale, it shall deliver to transfer, or disposition (or proposed sale, transfer, or disposition) for any reason other than the Warrantholderdeath or Disability of any of Xxxxxx Xxxx, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice statingXxxx X. Xxxxxxx or Xxx Xxxxxxxxx: (i) Xxxxxx Xxxx, Xxxx X. Xxxxxxx and Xxx Xxxxxxxxx, collectively shall cease to own and/or to have the date as power to vote, at least fifty-one percent (51%) of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following outstanding voting Capital Stock of the date of such notice, but in any event prior to the Expiration Date)Company; and/or (ii) in the case of a Five-Year PutXxxxxx Xxxx, Xxxx X. Xxxxxxx and Xxx Xxxxxxxxx, collectively shall otherwise cease to control, directly or indirectly, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase PriceCompany; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any the failure by of the Company to repurchase the Warrants and the Warrant Shares following the exercise own, directly or indirectly, one hundred percent (100%) (exclusive of any nominal amount of qualifying Capital Stock held by any members of the Five Year Put), unless Board of the holders Company) of not less than the Capital Stock of each of its Subsidiaries or (d) occupation of a majority of the shares of Common Stock issued or issuable upon exercise seats on the Board of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying Persons who were not either (i) a member of the number Board of such Warrant Shares (issued or represented by this Warrant) by the Company on the Closing Date and (ii) a Person nominated for election to and/or appointed as a member of the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate Board of the Company toby a majority of the members of the Board at the time of such nomination or appointment who were either (x) enter into any contract members of the Board on the Closing Date or other consensual arrangement that by its terms restricts (y) nominated and/or appointed to the Company's ability to honor the PutBoard in accordance with this clause (ii).

Put Rights. The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At If the earlier of (i) the fifth anniversary Company has not consummated a Qualified Initial Public Offering prior to March 31, 2005, or if a transaction of the date hereof type referred to in Section 9.01 has occurred, then at any time and (ii) a Change of Control, from time to time thereafter any Holder or Holders will have the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire right to cause require the Company to repurchase, in the case of clause (i) above, purchase all (but not less than all) or any part of the Warrant Shares Stock Units or Warrants owned by such Holder or Holders (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control PutPut Right"). (b) If A Put Right shall be exercised by such Holders by sending a notice to the Company receives that such Holder wishes to sell the Stock Units specified in such notice. Any notice given pursuant to the first sentence of this Section 6.01(b) is herein called a "Put Notice". Within five days after the date such Put Notice pursuant to Section 7(a)shall be received by the Company, it the Company shall deliver give a notice to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty Holders (30other than the Holder who gave such Put Notice) days advising them of the receipt by the Company of the such Put Notice, together with a notice stating: (i) copy of such Put Notice. The date upon which the date as of which such repurchase Company shall occur (which date (so advise the other Holders is herein called the "Company Notice Date". Within 15 days after the Company Notice Date, such Holders also may give Put Closing") Notices to the Company and such Put Notices shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated deemed given as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure Notice was given by the Company Holder initially exercising the Put Right. The failure so to repurchase give a Put Notice by a Holder within such 15-day period shall be without prejudice to the Warrants and the Warrant Shares following the exercise right of the Five Year Put), unless the holders of not less than such Holder to give thereafter a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor WarrantsPut Notice pursuant to this Section 6. (c) With respect In the event the Company receives notice from a holder of Class B Common Stock in accordance with Section 4.2 of the Stockholders Agreement, it shall, within 10 days thereof, give notice to the Holders of a request by a holder of Class B Common Stock for the purchase by the Company of its Class B Common Stock thereunder. Each Holder will then have 30 days to give a Put Notice to the Company requiring the Company to redeem all or a portion of the Warrants and Warrant Shares properly tendered for repurchaseor Stock Units then owned by such Holder in accordance with the terms hereof. If, if within 20 days of its receipt of the Put Notice, the Company fails to pay redeem all of the Repurchase Price Warrants or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At Stock Units with respect to which the Put ClosingNotice applies, the Warrantholder shall deliver except pursuant to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and provisions of Section 6.03 below, the Company shall deliver not be permitted to effect any repurchase of Class B Common Stock pursuant to the Warrantholder an amount equal to, in the case requirements of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate Section 4.2 of the Company to) enter into any contract or other consensual arrangement Stockholders Agreement, until it effects the redemption of all Stock Units that by its terms restricts are the Company's ability to honor subject of the PutPut Notice.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) any time after the fifth anniversary of the date hereof and (ii) hereof, Wallxx-Xxxxxx xxxll have the right to send a Change of Control, the Warrantholder may notify written notice to the Company in writing (the "PUT NOTICETriggering Put Notice") ), advising the Company that Wallxx-Xxxxxx xxx the Affiliates of the Warrantholder's desire to cause Wallxx-Xxxxxx xxxed in such Triggering Put Notice require the Company to repurchase, in the case of clause (i) above, purchase all (but not less than all) of the Warrant Eligible Put Shares (issued or represented Beneficially Owned by the Warrant) at a price per share equal such parties pursuant to the Repurchase Price (the "Five-Year Put"), or, in the case provisions of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a this Section 7. The Triggering Put Notice pursuant to Section 7(a), it shall deliver to specify the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable place and if possible within thirty (30) days of date for the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date closing (the "Put Closing") of the purchase of Shares by the Company, which shall be not no less than ten (10) nor more than thirty (30) 90 days following after the date of the Triggering Put Notice. (b) The Company shall send a copy of the Triggering Put Notice to each of the other Stockholders within 5 days of the receipt thereof by the Company, and each such notice, but in any event prior Stockholder shall have a period of twenty (20) days from the date of the Triggering Put Notice to send a written notice to the Expiration DateCompany (each, an "Additional Put Notice") advising the Company that such Stockholder (each Stockholder delivering an Additional Put Notice, an "Additional Put Stockholder") desires the Company to purchase all of the Eligible Put Shares Beneficially Owned by such Stockholder, such purchases to occur at the Put Closing. (c) The Triggering Put Notice and each Additional Put Notice shall specify the exact number and class of Eligible Put Shares which the Stockholder transmitting the same shall desire the Company to purchase, (which shall constitute all of the Eligible Put Shares Beneficially Owned by such Stockholders); , including all Warrants held by the Stockholder (iithe Eligible Put Shares to be so purchased by the Company are hereinafter referred to as the "Put Shares"). (i) If an Agreed Value has been determined and the Put Closing does not occur in connection with or following the case sale of all or substantially all of the assets of the Company, the purchase price to be paid by the Company for each Put Share shall be as follows: (1) the purchase price for each Put Share which constitutes a Five-Year Put, share of Preferred Stock shall equal the sum of the accrued and unpaid dividends in respect of such share of Preferred Stock through the date of the Put Closing and the greater of (x) the liquidation preference in respect of such share of Preferred Stock (excluding accrued and unpaid dividends) and (y) the Common Stock Value of the number of Warrant Shares (issued or represented by this Warrant) to shares of Common Stock into which a share of Preferred Stock may be purchased from the Warrantholder and the Repurchase Price (which shall be calculated converted as of the date of the Triggering Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.;

Put Rights. The Warrantholder shall have the following Put Rights: (a) At From and after the earlier to occur of (i) the fifth anniversary of the date hereof and Signing Date or (ii) the occurrence of a Change of ControlMandatory Redemption Triggering Event (as defined in the Series D Preferred Shares Articles Supplementary), the Warrantholder Holder of this Warrant may notify demand that the Company purchase all or any portion of this Warrant (without regard to any limitations on exercise hereof, including, without limitation, pursuant to Section 1.1.3 hereof) at the Put Redemption Price by delivery of a written notice to the Company (each, a “Put Right Notice”) and surrender of this Warrant (or an affidavit of loss in writing form and substance reasonably satisfactory to the Company) to the Company at its office maintained pursuant to Section 11.2(a) hereof (the "PUT NOTICE"“Put Demand Date”), which Put Right Notice shall specify that portion of this Warrant that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise issuable pursuant to this Warrant on the Put Demand Date as specified by the Holder in such Put Right Notice). The Company shall as soon as reasonably practicable, but in any event no later than ten (10) days after the Put Demand Date (the “Put Payment Date”), pay the Put Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the Warrantholder's desire definition of Mandatory Redemption Triggering Event, by executing and delivering to cause the Company to repurchase, Holder of this Warrant a promissory note in the case form attached hereto as Exhibit C, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) aboveand, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put")if applicable, or, in the case of clause (ii) above), and if the election made pursuant to this Section 9 is only with respect to a portion of this Warrant, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver issue to the WarrantholderHolder a new Warrant or Warrants of like tenor, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) dated the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) hereof and calling in the case of a Five-Year Put, aggregate on the face or faces thereof for the number of Warrant Shares (issued or represented by this Warrant) equal to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares called for on the face of this Warrant minus the number of Common Shares representing that portion of the Warrant being redeemed, as set forth in the applicable Put Rights Notice. Upon surrender of this Warrant (issued or an affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this WarrantWarrant that is being redeemed pursuant to this Section 9 shall terminate, and this Warrant shall represent (i) by the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated demand for redemption by the WarrantholderHolder is only with respect to a portion of this Warrant, a new Warrant or Warrants for the remaining portion of this Warrant as described in this Section 9. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At From and after the earlier to occur of (i) the fifth anniversary of the date hereof and Signing Date or (ii) the occurrence of a Change of ControlMandatory Redemption Triggering Event (as defined in the Series D Preferred Shares Articles Supplementary), the Warrantholder Holder of this Right may notify demand that the Company in writing purchase all or any portion of this Right (without regard to any limitations on exercise hereof, at the "PUT NOTICE") Put Redemption Price by delivery of the Warrantholder's desire a written notice to cause the Company to repurchase(each, a “Put Right Notice”) and surrender of this Right (or an affidavit of loss in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal form and substance reasonably satisfactory to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (iiCompany) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If to the Company receives a Put Notice at its office maintained pursuant to Section 7(a10.2(a) hereof (the “Put Demand Date”), it which Put Right Notice shall deliver specify that portion of this Right that the Company shall redeem pursuant to this Section 9 (which portion shall be determined by a number of Common Shares otherwise represented by this Right on the Warrantholder, Put Demand Date as specified by first class mail, postage prepaid, mailed the Holder in such Put Right Notice). The Company shall as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Noticereasonably practicable, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less but in any event no later than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of after the Put Notice) or, in Demand Date (the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year “Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year PutPayment Date”), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Put Redemption Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon payable to such Holder at the rate of 12% per annumCompany’s option, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying either (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price orin cash, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds funds, (ii) where such put is triggered by an event set forth under clauses (iv)-(vi) of the definition of Mandatory Redemption Triggering Event, by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Put Redemption Price payable to the Holder, or (iii) any combination of clause (i) and, if applicable, clause (ii) and if the election made pursuant to this Section 9 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Right Shares equal to the number of such Right Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Put Right Notice. Upon surrender of this Right (or an account designated affidavit of loss in form and substance reasonably satisfactory to the Company) in accordance with the procedures set forth in this Section 9, the right to purchase Common Shares represented by that portion of this Right that is being redeemed pursuant to this Section 9 shall terminate, and this Right shall represent (i) the right of the Holder to receive the applicable Put Redemption Price from the Company in accordance with this Section 9 and (ii) in case the demand for redemption by the WarrantholderHolder is only with respect to a portion of this Right, a new Right or Rights for the remaining portion of this Right as described in this Section 9. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICENotice") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall If a Put Event (defined below) occurs at any time prior to an initial public offering of the Company, then within 30 days of such Put Event, Buyer’s stockholders will have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing right (the "PUT NOTICE") of the Warrantholder's desire “Put Right”), exercisable by written notice to cause the Company Seller, to repurchaseput all, in the case of clause (i) above, all (but not less than all) , the stock of Buyer to Seller within 60 days thereafter (subject to extension for an additional 60 days in the Warrant Shares (issued or represented by the Warrantevent of an extended regulatory review) at the greater of (A) a 25% IRR on such investment, measured as of immediately following the Seller Event, and (B) 1.5x of Buyer’s original purchase price per share equal to for the Repurchase Price Class A Units (less any distributions, other than quarterly tax distributions, made as of such date) plus $30.0 million. Buyer’s stockholders will be wholly responsible for any taxes associated with the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company exercise of the Put NoticeRight. In the event the Put Right is exercised by Buyer, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be but payment is not less than ten (10) nor more than thirty (30) made by Seller within 60 days following the date of such noticeexercise, but then, in addition to all other remedies available to Buyer at law or equity, all of Seller’s Class B Units shall be forfeited without the payment of any consideration therefor unless the Bank in good faith is disputing the right of Buyer to exercise the Put Right, in which event prior to no forfeiture shall occur until the Expiration Date); dispute is settled so that the forfeiture is applicable. A “Put Event” shall mean any of the following: (i) during the first 12 months following Closing, either (x) a Government Investment or (y) a Non-Competitor COC occurs and (ii) any change in two of Seller’s 3 designees on the case Steering Committee unless (i) such change is due to the death or disability of such designee, (ii) such change is due to a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased voluntary resignation that occurs more than 9 months from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) orGovernment Investment or Non-Competitor COC, in the case of a Change of Control Put, the Change of Control Repurchase Price; and or (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise any of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver 2 Approved Replacements is designated to the Company the certificate Steering Committee as replacements for such designees; or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) during the Repurchase Price or, in period from Closing until the case earlier of a Change of Control Put, (x) the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate last day of the Company to54th month following Closing, and (y) enter into any contract the date on which Buyer has sold, directly or other consensual arrangement that indirectly (in one or more transactions), more than 50% of its Units held by it (or its terms restricts affiliates) at Closing, a Competitor COC occurs; or (iii) during the Company's ability to honor the Putfirst two years following Closing, a Seller Bankruptcy Event occurs.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At The Corporation hereby grants to each Investor the earlier of (i) right, at any time after the fifth anniversary of the date hereof and (ii) if the Common Stock is not then traded on a Change of Controlsecurities exchange, the Warrantholder may notify Nasdaq Stock Market or over-the-counter and there is otherwise no active public market for the Company Common Stock, to require the Corporation to repurchase all or any part of the Warrants or the Warrant Shares then held or issuable to such Investor, in writing accordance with the terms of this Section 3.2 for a purchase price equal to the Fair Market Value per share (as determined in accordance with subparagraph (c) below) of the Warrants or Warrant Shares then held by such Investor. In the event that an Investor desires to sell the Warrants or Warrant Shares to the Corporation, such Investor shall deliver to the Corporation a written notice (the "PUT NOTICEPut Notice") specifying the number of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by Warrant Shares underlying Warrants in the Warrantevent that Warrants are to be repurchased) at a price per share equal to the Repurchase Price be repurchased from such Investor (the "Five-Year PutPut Shares"), or, in the case . Within five days after receipt of clause (ii) abovea Put Notice, the Corporation shall deliver a copy of the Put Notice to the other holders of Warrants and Warrant at the Change of Control Repurchase Price (the "Change of Control Put")Shares. (b) If Within 60 days after the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company delivery of the Put Notice, the Corporation will purchase, and the Investors exercising rights under this Section 3.2 (the "Selling Investors") will sell all or any portion of, the Warrants or Warrant Shares, as the case may be, at a notice stating: (i) the date as of which such repurchase shall occur (which date mutually agreeable time and place (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) . At the Put Closing, the Warrantholder Selling Investors shall deliver to the Company Corporation the certificate Warrants or certificates representing the Warrantholder's Warrant or Warrant Shares to be repurchased by the Corporation, and the Company Corporation shall deliver to the Warrantholder an amount equal to, in Selling Investors' the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, Fair Market Value per share by cashier's or certified check payable to the Warrantholder Selling Investors or by wire transfer of immediately available funds to an account designated by the Warrantholderfunds. (ec) The Company determination of the Fair Market Value of the Warrants or Warrant Shares, as applicable, shall be based upon the following: (i) The Fair Market Value shall initially be determined by an independent appraiser selected by the board of directors of the Corporation (the "Board Appraiser"), which determination (including a copy of the Board Appraiser's written appraisal) shall be provided to the Selling Investors within 30 days of the Put Notice (the "Board Appraisal"). (ii) If the Selling Investors disagree with the Board Appraisal, such Selling Investors shall notify the Corporation of such disagreement within ten days of delivery of the Board Appraisal. In the event of such disagreement, the Selling Investors delivering such a notice, at such the Selling Investors' own expense shall retain an independent appraiser (the "Investors' Appraiser") to perform a second determination of Fair Market Value (the "Investors' Appraisal"). Upon completion of the Investors' Appraisal (but in no event later than 45 days after the delivery of the Board Appraisal), the Selling Investors shall provide a copy of the Investors' Appraisal to the Corporation. If the Investors' Appraisal differs by less than 10% in value from the Board Appraisal, the Fair Market Value shall be the arithmetic mean of the Investors' Appraisal and the Board Appraisal. (iii) If the Investors' Appraisal and the Board Appraisal differ by 10% or more in value, then the Investors' Appraiser and Board Appraiser shall jointly select a third independent appraiser to choose either the Fair Market Value estimate contained in the Board Appraisal or the Investors' Appraisal, which decision shall be made within 30 days after the completion of the Investors' Appraisal. The cost of the third independent appraiser shall be borne equally by the Corporation, on the one hand, and by the Investors, on the other hand. (iv) In determining Fair Market Value, the parties agree that the Board Appraiser, Investors' Appraiser and third independent appraiser shall be instructed to consider, among standard assumptions, that the Fair Market Value of the Warrants or Warrant Shares, as the case may be, shall be determined without any reduction in value for lack of control or the inherent lack of liquidity of non-public minority interests. (v) At any time prior to the date that is 15 days following the date that Fair Market Value is finally determined in accordance with this Section 3.2(d), if applicable, any Selling Investor that has exercised the put rights granted herein may rescind such exercise upon written notice to the Corporation; provided that such rescission shall only be effective if the Selling Investor reimburses the Corporation for all costs and expenses actually incurred in connection with the Selling Investors' initial exercise of put rights. Any such rescission shall not (and shall not permit affect the right of any Affiliate Investor to exercise the put rights granted herein at any time thereafter prior to expiration of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Putput rights hereunder.

Put Rights. The Warrantholder shall have At any time on or after the following Put Rights: (a) At the earlier Exercise Date ---------- and provided that a Qualified Public Offering has not then occurred, any Warrant Holder may, by written notice of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify such intent to the Company in writing (and the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date Partnership (the "Put ClosingNotice") ), require the Partnership to purchase all of the Warrants and Warrant Shares then outstanding and held by such holder at the Put Price. The Put Notice shall set forth a date (which shall be not less than ten (10) days, nor more than thirty ninety (3090) days following after the date of the Put Notice and which shall be a Business Day) (the "Put Closing Date") for the purchase and sale of all of the Warrants and Warrant Shares (the "Put Shares"). On the Put Closing Date, each Warrant Holder shall deliver the certificates evidencing the Put Shares held by such notice, but in any event prior Warrant Holder to the Expiration DatePartnership duly endorsed, free and clear of all Liens (other than any arising under this Agreement or under applicable Securities Laws); , and the Partnership shall pay to such Warrant Holder, in cash, an amount equal to the sum of (iii) in the case of a Five-Year Put, Put Price multiplied by the number of Warrant Shares included in such Put Shares, plus (issued or represented ii) (A) the Put Price multiplied by this Warrantthe number of Warrant Shares which would be purchased upon an exercise of all Warrants included in such Put Shares, less (B) the aggregate Warrant Exercise Price which would be required to be purchased from paid by such Warrant Holder to exercise all Warrants held by such Warrant Holder. The amount payable by the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable Partnership to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable Holder upon exercise of the Investor Warrants (Put shall be paid by certified or cashier's check, by wire transfer or other immediately available funds. In the "Investor event the Put Notice is delivered prior to the Warrant Shares") Expiration Date, the Put shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With remain enforceable with respect to Warrants and the applicable Put Shares notwithstanding that the Warrant Shares properly tendered for repurchase, if the Company fails Expiration Date may occur prior to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, Closing Date. The failure of any Warrant Holder to deliver the Warrantholder shall deliver certificates evidencing Put Shares held by such Warrant Holder to the Company Partnership shall not limit or impair the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number right of such Warrant Shares (issued or represented by this Warrant) by (ii) Holder to receive the Repurchase Price or, in consideration to be paid to such Warrant Holder upon exercise of the case of a Change of Control Put. However, the Change Partnership may withhold payment of Control Repurchase Pricesuch consideration pending receipt from such Warrant Holder of such certificates or evidence that such certificates have been mutilated, lost, stolen or destroyed as contemplated by cashier's Section 4.3 hereof. ----------- Pending delivery of such certificate(s) (or certified check payable other evidence), the consideration to the Warrantholder or by wire transfer of immediately available funds be paid to an account designated such Warrant Holder shall be held in trust by the Warrantholder. (e) The Company shall not (Partnership for such Warrant Holder and shall not permit any Affiliate be set aside in a separate account for the benefit of such Warrant Holder, segregated from the other assets of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the PutPartnership.

Put Rights. The Warrantholder shall have a. In the following event that prior to August 1, 2018 (the “Put Rights:Right Date”): (a) At the earlier of (i) the fifth anniversary Company is not listed on NYSE MKT LLC, The Nasdaq Stock Market LLC (Global Select, Global and Capital Markets), New York Stock Exchange LLC or any successor exchange registered as a “national securities exchange” under Section 6 of the date hereof and Securities Exchange Act of 1934, as amended or the Toronto Stock Exchange, the TSX Venture Exchange, or any successor exchange in Canada; or (ii) there has not been a Change Proposed Transaction (as hereinafter defined) in which the Investors have had an opportunity to sell all of Control, their Shares pursuant to Article 4; then the Warrantholder may notify Investors shall have the Company in writing (the "PUT NOTICE") of the Warrantholder's desire right and option to cause require the Company to repurchase, in the case of clause (i) above, purchase all (but not less than all) or any portion of the Warrant Shares (issued or represented by from the Warrant) at a price per share equal to the Repurchase Price Investors as set forth in this Article 2 (the "Five-Year Put"“Put Right”), or, in the case . Exhibit 10.41 b. The Put Right shall be exercisable for a period of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of after the receipt Put Right Date (the “Put Expiration Date”) by the Investors’ Representative delivering written notice (a “Put Notice”) to the Company of its election to exercise the Put Right with respect to the number of Shares specified in the Put Notice; provided, that, subject to, and not in limitation of, Section 1(e) above, the Put Right shall only be exercisable if, at the time of delivery of a notice stating: Put Notice, (ix) all Shares with respect to which the date Put Right is being exercised, as of which specified in such repurchase shall occur (which date (the "Put Closing") Notice, shall be not less than ten free and clear of all Liens, and (10y) nor more than thirty (30) days following no Investor shall have entered into any swap or other agreement or arrangement that transfers, in whole or in part, any of the date economic consequences of ownership of such noticeShares, but whether to be settled by delivery of Common Stock or such other securities, in any event cash or otherwise, that has not been irrevocably terminated prior to the Expiration Date); (ii) in the case time of a Five-Year Put, the number delivery of Warrant such Put Notice. c. The purchase price for any Shares (issued or represented by purchased under this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which Article 2 shall be calculated Fair Market Value as of the Put Right Date. d. A closing for any Shares purchased under this Article 2 (a “Put Closing”) shall occur at such place, date of and time as the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; Investors’ Representative and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send mutually agree in writing. If such parties cannot so agree on or before the notice set forth above or to repurchase the Warrants and Warrant Shares fifth (5th) business day following the exercise final determination of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With Fair Market Value with respect to Warrants and Warrant Shares properly tendered for repurchasethe Put Right exercised under this Article 2, if the Company fails to pay Put Closing shall take place at 10:00 a.m. local time at the Repurchase Price or the Change of Control Repurchase Price Company’s principal business office on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until fifth (5th) business day after such time as such satisfaction shall have occurred. (d) final determination. At the Put Closing, the Warrantholder Investors shall deliver all of the certificates evidencing the Shares specified in the Put Notice (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Shares shall be free and clear of all Liens, and each of the Investors shall severally, and not jointly and severally, so represent and warrant, and shall further severally, and not jointly and severally, represent and warrant that it is the sole beneficial and record owner of its respective Shares, with the full right, power and authority to convey such Shares to the Company Company. At the certificate Put Closing, all of the parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or certificates representing appropriate to effectuate such closing. Payment of the Warrantholder's Warrant or Warrant purchase price for any Shares and purchased under this Article 2 shall be made by the Company shall deliver to in cash at the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or Put Closing by wire transfer of immediately available funds to an account designated in writing by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate Investors’ Representative against delivery of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the PutShares as aforesaid.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At any time from and after April 14,2014, Comvest shall be permitted to deliver a notice to RMG Parent (a “Put Notice”) informing RMG Parent that it intends to put an Applicable Number of Shares to RMG Parent for the Per Share Price on an effective date (the “Put Date”) not earlier of than thirty (i30) days from the fifth anniversary delivery of the Put Notice (provided, however, if no Put Date is expressly provided for in a Put Notice than the applicable Put Notice shall be valid and the Put Date shall be deemed to be the date hereof that is thirty (30) days from the delivery of such Put Notice). Subject to the limitations set forth in Section 2(b) and (ii2(c) a Change below, Comvest shall be entitled to deliver multiple Put Notices as long as it is the owner of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") any of the Warrantholder's desire Shares. With respect to cause each Put Notice, RMG Parent shall pay Comvest the Company applicable purchase price in cash on the relevant Put Date (such purchase price to repurchase, in equal the case Applicable Number of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented multiplied by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"Per Share Price). (b) If Notwithstanding Section 2(a), Comvest agrees that it shall not deliver (x) more than two (2) Put Notices to RMG Parent which have Put Dates in the Company receives same calendar year, (y) two (2) Put Notices within ninety (90) days of each other or (z) a Put Notice requiring RMG Parent to purchase more than 25,000 Shares. Furthermore, Comvest agrees that it shall not deliver Put Notices to RMG Parent that would require RMG Parent to purchase more than 40,000 Shares in a given calendar year (provided, however, that if Comvest delivers a Put Notice that would result in RMG Parent purchasing more than 40,000 Shares in a given calendar year pursuant to Section 7(a)Put Notices, it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of then the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") Notice in question shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, deemed valid but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from pursuant to the Warrantholder and the Repurchase Price (which applicable Put Notice shall be calculated as of deemed reduced to the date of the amount that would result in 40,000 Shares being acquired pursuant to Put Notice) or, Notices in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Putgiven calendar year), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect The Parties acknowledge and agree that the obligations of RMG Parent to Warrants purchase Shares at a given Put Date are subject to the provisions of Section 7 of the Credit Amendment. To the extent that a delay of a purchase of Shares pursuant to Section 7 of the Credit Amendment causes such purchase to be made in a calendar year different from the Put Date originally associated with the applicable Put Notice, then for purposes of Section 2(b) the Put Date and Warrant Shares properly tendered the purchase of shares (for repurchase, if purposes of the Company fails annual volume cap) will be deemed to pay have occurred in the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until calendar year originally contemplated by such time as such satisfaction shall have occurredPut Notice. (d) At the Put ClosingFor purposes of this Agreement, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.term “

Put Rights. The Warrantholder (a) In addition and not in limitation of the Holder’s rights pursuant to Section 9(c), upon a Change in Control (as defined in the Purchase Agreement) or the repayment of the Notes prior to the Maturity Date (each a “Put Trigger Event” and the date of the occurrence of a Put Trigger Event, the “Put Trigger Date”), the Holder shall have the following Put Rights: right, but not the obligation, upon five (a5) At Trading Days’ prior written notice to the earlier Company, to require the Company to purchase this Warrant for a purchase price in cash equal to the product of (i) the fifth anniversary greater of (A) the date hereof Closing Price on the Put Trigger Date and (B) the Common Equity Value Per Share on the Put Trigger Date, less in each instance the Exercise Price; multiplied by (ii) a Change the number of ControlWarrant Shares hereunder (such product, the Warrantholder may notify “Target Price”); provided, however, that the Company rights provided to the Holder shall not be exercisable in writing the event that (x) the "PUT NOTICE") Closing Price is greater than the Target Price on each of the Warrantholder's desire forty five (45) Trading Days prior to cause the Company to repurchasePut Trigger Date, in and (y) the case of clause (i) above, all (but not less than all) Common Stock is listed on an Eligible Market from and after the Put Trigger Date and the nature of the Warrant Shares (issued or represented by Put Triggering Event does not foreclose the Warrant) at a price per share equal to continued listing of the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put")Company’s Shares. (b) If In the event a Put Triggering Event occurs and the Company receives a Put Notice is unable to purchase this Warrant in cash pursuant to the terms of Section 7(a12(a) (including without limitation a failure of the Company to obtain any necessary waivers pursuant to the terms of any Indebtedness), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, shall issue a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) ornote, in the case of form attached hereto as Exhibit D (a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year “Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year PutNote”), unless the holders of not less than with a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver principal face amount equal to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Target Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) In addition and not in limitation of the Holder’s rights pursuant to Section 9(c), at any time upon or following the earlier of (w) the occurrence of a Change of Control (as defined in the Purchase Agreement), (x) the repayment of the outstanding Notes in full prior to the Maturity Date, (y) the occurrence of an Event of Default and such Event of Default is continuing and has not been cured, provided that any portion of the Notes is then outstanding, or (z) the Maturity Date (each of (w)-(z), a “Put Trigger Event” and the date of the occurrence of a Put Trigger Event, the “Put Trigger Date”), the Holder shall have the following Put Rights: right, but not the obligation, upon five (a5) At Trading Days’ prior written notice to the earlier Company, to require the Company to purchase this Warrant or the Holder’s Warrant Shares for a purchase price in cash equal to the product of (i) the fifth anniversary greater of (A) the date hereof Closing Price on the Put Trigger Date and (iiB) a Change of Controlthe Common Equity Value Per Share on the Put Trigger Date, less in each instance the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, Exercise Price in the case of clause a purchase of all or any unexercised portion of this Warrant (the amount determined by the foregoing (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause “Per-Share Target Price”); multiplied by (ii) abovethe number of Warrant Shares covered by the unexercised portion hereof or to be sold hereunder (such product, the Warrant at “Target Price”); provided, however, that the Change rights provided to the Holder shall not be exercisable in the event that (x) the Closing Price is greater than the Per-Share Target Price on each of Control Repurchase the forty-five (45) Trading Days prior to the Put Trigger Date, and (y) the Common Stock is listed on an Eligible Market from and after the Put Trigger Date and the nature of the Put Triggering Event does not foreclose the continued listing of the Company’s Shares. The Per-Share Target Price and Target Price shall in all cases be determined without giving effect to any deductions for (x) liquidity considerations, (y) minority shareholder status, or (z) any liquidation or other preference or any right of redemption in favor of any other equity securities of the "Change of Control Put")Company. (b) If In the event a Put Triggering Event occurs and the Company receives a Put Notice pursuant is unable to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing purchase this Warrant or Warrant Shares are in cash pursuant to be surrendered for payment; PROVIDEDthe terms of Section 12(a) (including without limitation a failure of the Company to obtain any necessary waivers pursuant to the terms of any Indebtedness), HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than issue a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal tonote, in the case of form attached hereto as Exhibit D (a Five-Year Put“Put Note”), the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of with a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable principal face amount equal to the Warrantholder or by wire transfer of immediately available funds to an account designated by the WarrantholderTarget Price. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At From and after the earlier earliest to occur of (i) the fifth anniversary of the date hereof and hereof, (ii) the date when the Company consolidates or merges with any other entity (but only if such other entity is the survivor of such consideration or merger) or conveys all or a substantial portion of its assets to another entity or (iii) the date when a Change of ControlControl occurs, each Holder shall have the Warrantholder may notify right in its sole discretion to "put" to the Company in writing (force the "PUT NOTICE") of the Warrantholder's desire to cause purchase by the Company to repurchase, in the case of) all or any part of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year its Acquired Securities for their Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put")/Call Value. (b) If Upon receipt of a notice that a Holder intends to exercise its put rights hereunder, the Company receives a Put Notice pursuant to Section 7(a), it and such Holder shall deliver to promptly determine the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible Put/Call Value. The Company shall purchase the Acquired Securities being put for cash within thirty (30) 30 days of after the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date)Put/Call Value is determined; (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVERprovided, that the Company shall have no obligation may extend such 30-day period by an additional 60 days if it agrees to send pay interest at the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put rate specified in subsection (and the provisions of paragraph (cc)(i) below shall not be applicable to any failure by from the Company to repurchase end of such 30-day period through the Warrants and the Warrant Shares following the exercise date of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrantspayment. (c) With respect Notwithstanding anything in this Section to Warrants and Warrant Shares properly tendered for repurchasethe contrary, if the Company fails is in default with respect to the Senior Indebtedness, or if the Company shall determine in good faith that honoring any put right would cause a default with respect to the Senior Indebtedness, violate any Governmental Rule applicable to the Company, cause the Company to be insolvent or materially impair the ability of the Company to operate as a going concern, then the Company shall promptly notify the Holder exercising such put right of such fact. In the circumstances described above, a Holder (in lieu of its right to receive cash as provided above) shall have the right to elect, at its sole option by giving notice to the Company to such effect, to either: (i) exercise its put rights in return for the Company's obligation to pay the Repurchase Price purchase price for the Acquired Securities being put (including partial payments thereof and accrued interest thereon) as soon as the Company ceases to be in default with respect to the Senior Indebtedness and the Company can do so without causing a default under the Senior Indebtedness, a violation of Governmental Rules or the Change insolvency of Control Repurchase Price the Company or without materially impairing the ability of the Company to operate as a going concern, but in no event later than three years from the date when such obligation is given, together with interest accrued on the unpaid balance thereof from the date fixed when the purchase price for repurchase, the Corporation shall also pay interest thereon Acquired Securities being put is determined until the date when such Holder receives payment in full at a rate per annum equal to the greater of (A) the rate of 12% per annumannounced by PNC Bank in 9 Pittsburgh, compounded on a quarterly basis, until such Pennsylvania from time to time as its prime rate plus 4% or (B) 14% (and, in each case, a default rate equal to the rate otherwise in effect plus 3%), which obligation shall be evidenced by a promissory note of the Company satisfactory in form and substance to each Holder receiving the same, shall be secured by a pledge of the Acquired Securities being put and, if required by the holders of the Senior Indebtedness, shall be subordinate in right of payment to the Senior Indebtedness pursuant to a subordination agreement substantially similar to that which is currently in effect between the Initial Holders and the Senior Agent with respect to the Notes. (ii) withdraw such satisfaction exercise of its put rights, in which case the Company shall have occurredinform such Holder as soon as the Company and can honor such put rights, in whole or in part, without causing such a default or violation. (d) At the Put Closing, the Warrantholder shall deliver The put rights granted to the Company Holders under this Section shall terminate upon the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case closing of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the WarrantholderQualified Public Offering. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At any time on or within two years after the earlier of (i) the fifth seventh anniversary of the date hereof and Closing Date or (ii) the occurrence of a Change of ControlPut Trigger Event (as defined below), the Warrantholder may notify Investors and the Holders shall each have the right to require the Company in writing to purchase all or any Common Shares held by the Investor or such holder at the Put Price determined as provided below (the "PUT NOTICEPut Right") of the Warrantholder's desire by delivering a written notice to cause the Company specifying the amount of securities to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price be purchased (the "Five-Year PutPut Notice"), or, in . Upon receipt of the case of clause (ii) abovePut Notice, the Warrant at Company shall give written notice of the Change exercise of Control Repurchase Price the Put Right to each other holder of Common Shares, and each such other holder shall have the right, within ten days after receipt of such notice, to participate in such exercise of the Put Right by delivering a written notice (the "Change Participation Notice") to the Company specifying the amount of Control Putsecurities to be purchased. All securityholders of the Company (including, as the case may be, any Investor) participating in the exercise of the Put Right are referred to herein as the ")Participating Holders." The Company and its directors, officers and employees shall use their best efforts to honor the Put Right, including, without limitation by reappraising or revaluing the Company's assets to reflect the fair market value of such assets so as to permit the payment in full of the Put Price. At such time as a majority in interest of the Investors and any Qualified Holders have exercised the Put Right under this Section 2.7, all Common Shares then outstanding shall be repurchased by the Company at the price and upon the terms and conditions specified in this Section 2.7 for Participating Holders exercising their Put Right. (b) If Upon the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company delivery of the Put Notice, the Company and the Participating Holders shall in good faith promptly determine the Put Price as provided hereunder, and within ten (10) days after the determination of the Put Price the Company shall purchase and the Participating Holders shall sell the amount of securities specified in the Put Notice and, as applicable, each Participation Notice, at a notice stating: (i) the date as of which such repurchase shall occur (which date mutually agreeable time and place (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) If at any time between the first anniversary of the Closing Date and the date that is 18 months following the Closing Date (such six-month period, the “Repurchase Period”) the closing price of the Common Stock on the OTC Bulletin Board (or other exchange or market on which the Common Stock is then trading) on any given trading day shall be less than the Share Price, then each Seller shall have the following right to demand that the Company repurchase from it, in a single transaction, not more than 50% of the Shares delivered to such Seller at Closing (the “Put Rights: Right”) by delivering written notice to the Company (a) At the earlier of “Put Notice”); provided, that in order for the Put Notice to be effective, it must (i) be delivered to the fifth anniversary Company within two (2) business days of the date hereof and such trading day, (ii) a Change specify the number of ControlShares to be repurchased and (iii) specify the date for such repurchase to occur, which date shall not be less than five (5) business days (and not more than ten (10) business days) after the date of the Put Notice (the “Put Date”). On the Put Date, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire shall deliver to cause the Company to repurchasesuch Seller, in exchange for the case of clause (i) aboveShares subject to the Put Notice, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share cash payment equal to the Repurchase Price (total number of Shares subject to the "Five-Year Put"), or, Put Notice multiplied by the Share Price. The rights of the Sellers set forth in the case of clause (iithis Section 3.13(a) above, the Warrant shall expire at the Change end of Control the Repurchase Price (the "Change of Control Put")Period. (b) If The Company expressly acknowledges and agrees that any Seller may transfer its Put Right to another Seller (such that the transferee Seller would be able to include the applicable number of Shares in its own Put Notice) at any time by providing written notice thereof to the Company; provided, that in order for a Seller to take advantage of any such transferred Put Right, such written notice must be received by the Company receives a not less than five (5) business days prior to the applicable Put Notice Date; provided, that in no event shall the aggregate number of Shares repurchased by the Company pursuant to Section 7(a), it shall deliver 13(a) exceed 50% of the Shares delivered to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Sellers at Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At any time after June 15, 2003, Wallxx-Xxxxxx xxxll have the earlier of (i) the fifth anniversary of the date hereof and (ii) right to send a Change of Control, the Warrantholder may notify written notice to the Company in writing (the "PUT NOTICETriggering Put Notice") ), advising the Company that Wallxx-Xxxxxx xxx the Affiliates of the Warrantholder's desire to cause Wallxx-Xxxxxx xxxed in such Triggering Put Notice require the Company to repurchase, in the case of clause (i) above, purchase all (but not less than all) of the Warrant Eligible Put Shares (issued or represented Beneficially Owned by the Warrant) at a price per share equal such parties pursuant to the Repurchase Price (the "Five-Year Put"), or, in the case provisions of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a this Section 8. The Triggering Put Notice pursuant to Section 7(a), it shall deliver to specify the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable place and if possible within thirty (30) days of date for the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date -13- 14 closing (the "Put Closing") of the purchase of Shares by the Company, which shall be not no less than ten (10) nor more than thirty (30) 90 days following after the date of the Triggering Put Notice. (b) The Company shall send a copy of the Triggering Put Notice to each of the other Stockholders within 5 days of the receipt thereof by the Company, and each such notice, but in any event prior Stockholder shall have a period of twenty (20) days from the date of the Triggering Put Notice to send a written notice to the Expiration DateCompany (each, an "Additional Put Notice") advising the Company that such Stockholder (each Stockholder delivering an Additional Put Notice, an "Additional Put Stockholder") desires the Company to purchase all of the Eligible Put Shares Beneficially Owned by such Stockholder, such purchases to occur at the Put Closing. (c) The Triggering Put Notice and each Additional Put Notice shall specify the exact number and class of Eligible Put Shares which the Stockholder transmitting the same shall desire the Company to purchase, (which shall constitute all of the Eligible Put Shares Beneficially Owned by such Stockholders); , including all Warrants held by the Stockholder (iithe Eligible Put Shares to be so purchased by the Company are hereinafter referred to as the "Put Shares"). (i) If an Agreed Value has been determined and the Put Closing does not occur in connection with or following the case sale of all or substantially all of the assets of the Company, the purchase price to be paid by the Company for each Put Share shall be as follows: (1) the purchase price for each Put Share which constitutes a Five-Year Put, share of Preferred Stock shall equal the sum of the accrued and unpaid dividends in respect of such share of Preferred Stock through the date of the Put Closing and the greater of (x) the liquidation preference in respect of such share of Preferred Stock (excluding accrued and unpaid dividends) and (y) the Common Stock Value of the number of Warrant Shares (issued or represented by this Warrant) to shares of Common Stock into which a share of Preferred Stock may be purchased from the Warrantholder and the Repurchase Price (which shall be calculated converted as of the date of the Triggering Put Notice; (2) orthe purchase price for a Warrant shall equal the Common Stock Value minus the exercise price per share of Common Stock payable upon exercise of such Warrant, times the number of whole shares of Common Stock issuable upon the exercise of such Warrant; and (3) the purchase price for each Put Share which constitutes a share of Common Stock shall equal the Common Stock Value thereof computed under (A), (B) or (C) below, as applicable. (A) The "Common Stock Value" of a share of Common Stock will equal the amount that would be distributed to a holder of a share of Common Stock if the Company were liquidated following the sale by the Company of all of its assets for an amount equal to the Agreed Value of the Company, assuming that no preferred stock is converted and no options or warrants have been exercised, and following (i) the payment by the Company of all accrued and (B) In the event the Common Stock Value computed pursuant to clause (A) above is greater than the Stated Value (as defined in the Certificate of Incorporation of the Company) of any class of preferred stock, or is twice the Stated Value of the Series B Preferred Stock, then the Common Stock Value shall be recomputed assuming that all preferred stock with a Stated Value which is lower than the Common Stock Value (or one-half the Common Stock Value, in the case of the Class B Preferred Stock) has been converted (such preferred stock shall be referred to as being "in-the-money"). Such recomputed value shall be equal to the amount that would be distributed to a Change holder of Control Puta share of Common Stock if the Company were liquidated following the sale by the Company of all of its assets for an amount equal to the Agreed Value of the Company, and following (i) the payment by the Company of all accrued and unpaid dividends in respect of all outstanding preferred stock of the Company (including "in-the-money" Preferred Stock) as of the date the Agreed Value is determined, and (ii) the amount of all other liquidating distributions that would be payable in respect of such outstanding preferred stock that is not "in-the-money" upon liquidation thereof. (C) In the event the Common Stock Value determined pursuant to clause (A) above, or, if applicable, clause (B) above, is greater than the exercise price of any outstanding options or warrants, then the Common Stock Value shall be recomputed assuming that all outstanding options or warrants with an exercise price which is lower than the Common Stock Value have been exercised immediately prior to such liquidating distribution and that the purchase price paid upon any such exercise was available to the Company for distribution in liquidation. (ii) If an Agreed Value has not been determined or if the Put Closing is to occur in connection with or following the sale of all or substantially all of the assets of the Company, the Change purchase price for the Put Shares shall equal the amount distributable in respect thereof under the Amended and Restated Charter in connection with the liquidation and dissolution of Control Repurchase Price; and the Company following the sale of all or substantially all of its assets. (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the The Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise will notify each Stockholder in writing of the Five Year Put (and determination of Agreed Value promptly after the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrantsdetermination thereof. (ce) With respect to Warrants and Warrant The purchase price for the Put Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon be payable in full at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account such accounts as shall be designated by the Warrantholderrespective Stockholders, or in such other form of consideration as shall be acceptable to Wallxx-Xxxxxx. Xxbject to the provisions of Section 8(f) below, the Put Closing shall occur on the date designated by Wallxx-Xxxxxx xx the Triggering Put Notice. Subject to the provisions of Section 8(f) below, the Company shall be obligated to purchase all of the Put Shares on such closing date, and (f) The date of the Put Closing shall be postponed in the following circumstances: (i) if the Company and Wallxx-Xxxxxx xxx unable to agree upon the Agreed Value of the Company within 90 days of the date of the Triggering Put Notice (in which case the Board shall promptly proceed to sell the Company, and the Put Closing shall be held on such date or dates as shall be selected by Wallxx-Xxxxxx, xx later than the day following the date that the Company shall have been sold (whether pursuant to a merger, a sale of all or substantially all of its capital stock, assets or otherwise), or (ii) if, within 10 days after an Agreed Value has been determined, the Company shall send a written notice to Wallxx-Xxxxxx xxx the Additional Put Stockholders advising such parties that (x) the Company believes that it will be necessary for the Company to be sold (whether pursuant to a merger, a sale of all or substantially all of its capital stock, assets or otherwise) to pay the purchase price for the Put Shares, or (y) the Company will seek to pay the purchase price for the Put Shares out of the proceeds of a Qualified Financing. Any notice sent pursuant to this Section 8(f) shall be approved by the Board (excluding Wallxx-Xxxxxx'x xxx the Additional Put Stockholders' nominees to the Board). (ei) The If the date of the Put Closing shall have been postponed pursuant to notice from the Company pursuant to Section 8(f)(ii)(y) above, then the Company shall not be obligated to take such steps as are necessary to cause a Qualified Financing to be consummated within 3 months of the date of the notice given under Section 8(f)(ii)(y), and within one business day after the consummation of a Qualified Financing, the Company shall have used the net available proceeds therefrom to pay the full purchase price for the Put Shares and to pay all accrued and unpaid dividends on the outstanding Series B Preferred Stock as required pursuant to the last sentence of Section 8(e). (ii) As used herein, a Qualified Financing shall mean a debt or equity financing, the net proceeds of which are sufficient (after repayment of any Indebtedness required to be repaid in connection therewith) to pay the purchase price of the Put Shares in full. (h) In all other circumstances where the date of the Put Closing shall have been postponed pursuant to Section 8(f) above, the Company shall be obligated to take the following steps within the time periods specified below: (i) within 4 months after the date of the Triggering Put Notice, the Company shall have engaged a broker to market, solicit bids and shall not permit any Affiliate the form of bids to be solicited for and otherwise facilitate the sale of the Company, whether by way of merger of the Company to) enter into with any contract other Person, by way of a single sale of all or other consensual arrangement that by its terms restricts substantially all of the capital stock or assets of the Company, or as separate sales of one or more of the Company's ability radio stations (every such transaction, a "sale transaction"), such broker to honor be experienced in the Put.marketing and sale of radio stations, and such broker, the terms of its engagement and the form of bids to be solicited and the (ii) within 6 months after the date of the Triggering Put Notice, the Company shall have received any and all bids from potential buyers, shall have sent copies of all such bids to Wallxx-Xxxxxx, xxd, unless otherwise consented to by Wallxx-Xxxxxx, xxall have closed the solicitation for bids, and, if such solicitation for bids is closed, the Company shall have received at least one (or one set, in the case of bids for less than all of its radio stations) covering all or substantially all of its assets or capital stock; (iii) within 8 months after the date of the Triggering Put Notice, the Company shall have entered into one or more Qualified Purchase and Sale Agreements for the sale of the Company or all or substantially all of its assets. A "Qualified Purchase and Sale Agreement" shall mean one or more purchase and sale agreements, duly executed by one or more financially responsible purchasers, reasonably acceptable to Wallxx-Xxxxxx, xxoviding for the purchase of the Company or one or more radio stations in a sale transaction for an aggregate purchase price, payable in full in cash or in such other form of consideration as shall be acceptable to Wallxx-Xxxxxx xx closing, and which provides for a final "drop dead" date for closing, including all extensions for transfer approvals, of no later than four months after the date of execution thereof, and which provides no financing contingency therein for the benefit of the purchaser and is otherwise in form and substance acceptable to Wallxx-Xxxxxx; xxd

Put Rights. The Warrantholder (a) With respect to seventy percent (70%) of the shares of Bacou Common Stock issued to the Sellers constituting the Initial Purchase Price, as such seventy percent is allocated on Schedule 3 attached hereto and made a part hereof (collectively, the "Put Shares"), each Seller who is the registered holder thereof shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary right to require Bacou to repurchase all or any part of the date hereof and Put Shares (iiexpressed as a whole number) a Change then registered in the name of Control, the Warrantholder may notify the Company in writing such Seller (the "PUT NOTICEPut Option"); provided, however, no Seller shall have more than one Put Option. The Put Option shall be exercisable at any time within twenty-four (24) months following the Closing by a Seller who is the registered holder of the Warrantholder's desire Put Shares by delivering a written notice to cause the Company (a "Put Notice"). The price at which Bacou shall be obligated to repurchase, purchase a Put Share pursuant to an exercise of a Put Option shall be the "Closing Price" as defined in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price Merger Agreement (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control PutPut Price"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within Within thirty (30) days after the exercise of a Put Option (or, if, in the sole judgment of Bacou's Board of Directors, Bacou needs to arrange additional financing or amend its existing borrowing facilities in order to finance such Repurchase, within sixty (60) days following the end of the receipt by month in which such Put Notice is received), Bacou will purchase, and the Company of applicable Seller will sell, the Put Notice, Shares requested to be purchased in the applicable Put Notice at a notice stating: (i) the date as of which time and place mutually agreeable to Bacou and such repurchase shall occur (which date Seller (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) . At the Put Closing, the Warrantholder such Seller shall deliver to Bacou certificates (duly endorsed in blank or accompanied by a duly executed stock power or such instruments of transfer as Bacou may reasonably request) representing such Seller's Put Shares to be repurchased by Bacou or an affidavit of lost certificate in a form reasonably satisfactory to Bacou (which shall include appropriate indemnification provisions) and Bacou shall pay to such Seller the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of aggregate Put Price by a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of in immediately available funds to an account designated by the Warrantholderfunds. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder a. Upon and after a Put Triggering Event (as defined below), each holder of Warrants or Shares (the Warrants and the Shares are referred to herein, collectively, as the "Securities") shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Controlright, the Warrantholder may notify in such holder's sole discretion, to require the Company in writing to repurchase ("put") such holder's Securities at a purchase price of $6.0296875 per share (the "PUT NOTICEPut Purchase Price") of the Warrantholder's desire Common Stock purchased or purchasable by such holder upon exercise of Warrant(s) (less any Warrant Price payable with respect to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) any then outstanding Warrants). A "Put Triggering Event" means any of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice statingfollowing events: (i) an Event of Default as defined under the date as Loan Agreement (to the extent any applicable cure period has expired; and, provided that, to the extent that any Event of which Default is permanently waived by Foothill, any Put Triggering Event premised on such repurchase permanently waived Event of Default shall occur (which date (cease, and, to the "extent that any Event of Default is temporarily waived by Foothill, any Put Closing") Triggering Event premised on such temporarily waived Event of Default shall be not less than ten (10) nor more than thirty (30) days following suspended and postponed for the date duration of such notice, but in any event prior to the Expiration Datewaiver); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as maturity of the date of the Put Notice) orObligations (whether scheduled, in the case of a Change of Control Put, the Change of Control Repurchase Priceaccelerated or otherwise); and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise repayment in full of the Five Year Put (and Obligations in connection with a refinancing of the provisions of paragraph (c) below shall not be applicable to any failure Obligations by the Company to repurchase with any party other than Foothill; (iv) the Warrants and the Warrant Shares following the exercise sale or other disposition of all or substantially all of the Five Year Put), unless the holders of not less than a majority assets of the shares Company, or (y) the consummation by the Company of Common Stock issued any merger, consolidation or issuable upon exercise other reorganization (other than as permitted under the Loan Agreement or as otherwise permitted by Foothill pursuant to a written waiver). For the purposes of this Warrant, the Investor Warrants terms "Loan Agreement" and "Obligations' shall have the same meanings for such terms as are defined (the "Investor Warrant Shares"or incorporated by reference) shall also have exercised the "five year put" provided for in the Investor WarrantsSecurities Issuance Agreement. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) Prior to an IPO, if an Employee's employment is terminated on account of his death, Total Disability, Termination by the Company Without Cause or Resignation with Good Grounds, then the Employee (or his or her personal representative as the case may be) shall have the following Put Rights: (a) At right to require the earlier of (i) the fifth anniversary Company to purchase up to two-thirds of the date hereof Rollover Shares of such Employee and (ii) a Change of Control, the Warrantholder may notify the Company in writing his Permitted Transferees (the "PUT NOTICEPut Option"). The price which the Company shall pay the Employee (or his or her personal representative, as the case may be) and such Employee's Permitted Transferees (collectively, the "Putting Employee") for the Shares in respect of which the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at Put Option is exercised shall be a price per share Share equal to the Repurchase Price lesser of (x) the "Five-Year Put"), or, in Cost of the case Shares or (y) 80% of clause (ii) above, the Warrant Fair Market Value at the Change of Control Repurchase Price (the "Change of Control Put")Applicable Valuation Date. (b) If an Employee Party (or his or her personal representative as the case may be) desires to exercise the Put Option, such Putting Employee shall give written notice thereof (a "Put Option Notice") to the Company receives a within 60 days of the occurrence of the event giving rise to such Put Notice pursuant to Section 7(a), it Option; such Put Option shall deliver expire if such notice is not given within such 60-day period. The Company will provide to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible Putting Employee within thirty fifteen (3015) days of receipt of such Put Option Notice the receipt by price of which the Company of would be required to purchase the Shares pursuant to the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date Option (the "Put ClosingPrice Notice") ). The Put Price Notice shall be not less than ten disclose the Equity Value of the Company, the aggregate sum of the exercise prices of all issued and outstanding Stock Options and the number of Shares of Common Stock outstanding on a fully-diluted basis, all as of the Applicable Valuation Date, without giving effect to "out-of-the money" Stock Options, all as used to determine Fair Market Value. The Putting Employee may within seven (10) nor more than thirty (307) days following the receipt of a Put Price Notice elect to exercise the Put Option by sending written notice to the Company. If the Putting Employee does not exercise the Put Option the Put Option will expire. (c) The Company shall be required to pay the Put Option price in five equal installments. The first installment shall be made 60 days after the Put Price Notice and shall be paid by check delivered to the Employee. The other installments shall be paid pursuant to an installment promissory note containing customary terms, and which shall be prepayable at par, providing for the payment of the Put Option price in four annual installments with one installment to be made on each of the four subsequent anniversaries of the first installment date. All installments other than the first installment shall bear interest on the principal balance from time to time outstanding calculated at the prime rate of J. P. Morgan and its Affiliates compounded annually (which inxxxxxx xxxx shall be fixed each year with respect to the rate to be paid for the following year, on the date of such noticethe payment of each annual installment). (d) Notwithstanding the foregoing, but in the Company shall not be required to fulfill any event prior Put Option to the Expiration Date); extent the payment of the full Put Option price or any installment thereof would not be permissible under (i) Section 4.06(ii) of the Indenture (ii) in Section 5.02(g) of the case Bank Credit Agreement, (iii) any loan or debt agreement the Company and its Subsidiaries may enter into from time to time or (iv) provisions of a Five-Year Putany applicable law. If the Put Option is not permissible at the time of the Put Option Notice, the number exercise of Warrant such Put Option shall be void, provided that the Company shall promptly provide such Putting Employee who had previously provided a Put Option Notice which was not fully satisfied due to the restrictions described in this Section 4.6(d), written notice if the exercise of the Put Option becomes permissible (the "Put Permissibility Notice") whereupon the Employee Party shall, for a period of 60 days following the receipt of the Put Permissibility Notice, have the right to re-exercise the Put Option and if such Put Option is not re-exercised it will terminate. If 80% of the Fair Market Value of the Shares (issued or represented by this Warrantpursuant to the provisions of Section 4.6(a) was less than the Cost of the Shares which were to have been the subject of the Put Option, then the Fair Market Value of the Shares shall be purchased from re-determined on the Warrantholder and the Repurchase Price (basis of an Applicable Valuation Date which shall be calculated as the last day of the month preceding the date of the Put Permissibility Notice) or, in and such Put Permissibility Notice shall indicate the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that price which the Company shall have no obligation would be required to send purchase the notice Shares pursuant to the Put Option. If any installment is deferred as set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put above, such installment will be paid (and the provisions of paragraph (ctogether with accrued interest) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until earliest time such time as such satisfaction shall have occurredpayment is permitted. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder (a) In the event the Company has not had a registration statement filed under the Securities Act of 1933, as amended (the "Act"), covering the Company's first public offering of Common Stock declared effective by December 23, 1993 (the "First Anniversary Date"), the Registered Holder shall have the following right until January 23, 1994 (the "First Put Rights: Date"), to require the Company to redeem all or a part of this Warrant by paying the Registered Holder $3.08 (aas adjusted for stock splits, stock dividends, recapitalizations and similar events) At for each share of Warrant Stock then issuable upon the earlier exercise of this Warrant that the Registered Holder requests to be redeemed. In the event the Company has not had a registration statement filed under the Act covering the Company's first public offering of Common Stock declared effective by December 23, 1997 (the "Fifth Anniversary Date") (collectively, the First Anniversary Date and the Fifth Anniversary Date shall be hereinafter referred to as the "Anniversary Dates"), the Registered Holder shall have the right until January 23, 1998 (the "Second Put Date") (collectively, the First Put Date and the Second Put Date shall be hereinafter referred to as the "Put Dates"), to require the Company to redeem all or a part of this Warrant by paying, subject to the proviso set forth in this sentence, the Registered Holder the greater of (i) the fifth anniversary of the date hereof $3.08 (as adjusted for stock splits, stock dividends, recapitalizations and similar events) or (ii) a Change the difference between $4.62 (as adjusted for stock splits, stock dividends, recapitalizations and similar events) and the value per share of Control, the Warrantholder may notify Common Stock as determined by an appraiser mutually acceptable to the Company and the Registered Holder for each share of Warrant Stock then issuable upon the exercise of this Warrant (without regard to any termination of this Warrant pursuant to Section 2.l(i)) that the Registered Holder requests to be redeemed, provided, however, that the Registered Holder shall not have the right to receive the consideration set forth in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and this sentence if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of shares of Warrant Shares (issued or represented by this Warrant) to be purchased from Stock then issuable upon the Warrantholder and the Repurchase Price (which shall be calculated as exercise of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered is not greater than 10,000 shares (as adjusted for payment; PROVIDEDstock splits, HOWEVERstock dividends, recapitalizations and similar events). In the event that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall Registered Holder cannot be applicable to any failure by agree on a mutually acceptable appraiser, the Company to repurchase the Warrants and the Warrant Shares following Registered Holder will each select an appraiser. If the exercise two appraisers cannot agree on the value per share of Common Stock, the Five Year Put)two appraisers will select a third appraiser with knowledge and experience in the software industry, unless in which event the holders value of not less than a majority of the shares per share of Common Stock issued or issuable upon exercise will be the average of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.two highest appraisals

Put Rights. The Warrantholder 11.1 PUT RIGHT AT THE OPTION OF THE MEMBERS. Under the circumstances and on the terms described below, Members shall have the following Put Rightsrights: (a) At Members shall have the earlier of (i) right to require the fifth anniversary Company to redeem all or any part of the date hereof and (ii) Membership Units held by them at any time on or after a Change of Control, the Warrantholder may notify the Company in writing Triggering Event (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in . A Member may exercise the case Put by giving the --- Company notice of clause such intent setting forth the Triggering Event (ii) above, the Warrant at the Change of Control Repurchase Price (the such notice hereinafter a "Change of Control PutPut Notice").. ---------- (b) If The consideration to be paid in connection with the Put shall be payable in cash in an amount equal to the value of the Membership Units subject to the Put, based upon the fair market value of the Company receives as a Put Notice pursuant to Section 7(a), it shall deliver going concern with no discount attributed to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days restrictions of transferability of the receipt by Membership Units and the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date minority Percentage Interests (the "Put ClosingPrice") ). If --------- the Company and the Members delivering a Put Notice agree in writing as to the amount of the Put Price for the Membership Units that are the subject of such Put Notices, such amount shall bind them. If the Company and the Members exercising the Put do not agree in writing, then the fair market value shall be not less than ten (10) nor the average of the valuations determined by two independent valuation experts, one selected by the Company and one by the Members exercising the Put. If the valuations of such experts differ by more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put10 percent, the number two experts shall select a third independent valuation expert, the opinion of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as binding, to determine a value no higher than the higher valuation nor lower than the lower valuation. The costs of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to each such expert shall be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure borne equally by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Members exercising such Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect The redemption of the Membership Units subject to Warrants and Warrant Shares properly tendered for repurchasethe Put shall occur no later than the 30th day after final determination of the Put Price, if unless the Company fails and the Members exercising the Put agree to a different date. If, prior to the closing date for the Put, the Company is unable to purchase for cash all of the Membership Units required to be purchased pursuant to the Put Option, the Company shall promptly (but in any event within three business days of such determination) give notice to each of the Members exercising the Put of the aggregate amount of Membership Units it is unable to purchase for cash (a "Put Cash Postponement"). In the case of any Put Cash Postponement, the Company --------- ------------ shall use its best commercial efforts to increase its ability to pay cash for the Repurchase Price or Membership Units subject to the Change of Control Repurchase Price Put. If on the date fixed for repurchasePut Closing Date, the Corporation Company does not purchase all of the Membership Units subject to the Put for cash, the Company shall also pay issue to any Member subjected to a Put Cash Postponement a junior subordinated promissory note of the Company (a "Purchase Note") having a ------------- principal amount equal to the aggregate Put Price for the Membership Units subject to the Put Cash Postponement plus deferred interest thereon accruing and compounding annually at an annual rate equal to five percent (5%) over the interest rate publicly announced by The Chase Manhattan Bank from time to time as its prime commercial lending rate of 12% per annuminterest. The maturity date of a Purchase Note shall be five years from the date of issuance, compounded but a Purchase Note may be prepaid without penalty. At the time of payment, the Company shall pay principal and accrued deferred interest on a quarterly basis, until such time as such satisfaction shall have occurredthe Purchase Note. (d) At In the Put Closingevent a Triggering Event described in clause (2) of Section 1.1(sss), only such number of Membership Units held by a Member as shall be necessary to cure the Warrantholder legal restriction therein referred to shall deliver be entitled to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case benefits of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by Put under this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the WarrantholderSection 11.1. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder shall have At any time after the following Put Rights: (a) At occurrence of a Triggering Event, each Warrant Holder may deliver written notice to the earlier Issuer of (i) its intention to require the fifth anniversary Issuer to purchase for cash all of the date hereof Warrants and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Non-Public Warrant Shares then owned by such Warrant Holder (issued or represented by the Warrant) at each a price per share equal to the Repurchase Price (the "Five-Year Put"“Put Notice”), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within . Within thirty (30) days of receipt of such notice, the receipt by Issuer shall purchase such Warrants and Non-Public Warrants Shares for cash. In the Company event any Triggering Event is rescinded or otherwise voided for any reason, the Warrant Holders may elect to rescind its notice to require the Issuer to make such purchase and such notice shall be deemed void and of no effect. The purchase price the Put NoticeIssuer shall pay for each Warrant or Non-Public Warrant Share, a notice statingas the case may be, shall be the greater of: (iA) the date as Market Price of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following a Warrant Share on the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) orless, in the case of a Change of Control PutWarrant, the Change of Control Repurchase Exercise Price; and , (iiiB) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that Market Value divided by the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise total number of shares of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put)Company’s entire equity outstanding or deemed outstanding, unless the holders of not less than a majority of the shares of including, without limitation, Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basisFully-Diluted Basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal toless, in the case of a Five-Year PutWarrant, the product obtained by multiplying Exercise Price or (iC) the book value of the Issuer, as determined in good faith by the Issuer and Holder, divided by the total number of such Warrant Shares (issued shares of the Company’s entire equity outstanding or represented by this Warrant) by (ii) the Repurchase Price ordeemed outstanding, including, without limitation, Common Stock on a Fully-Diluted Basis, less, in the case of a Change of Control PutWarrant, the Change Exercise Price (the “Redemption Price”). Each Warrant Holder may exercise its rights under this Section 14(a) in whole or in part, and at any time and from time to time on or after the occurrence of Control Repurchase Priceany Triggering Event. If for any reason the Issuer shall fail to pay its obligations under this Section 14(a) when due, by cashier's or certified check payable interest at a per annum rate equal to the Warrantholder or by wire transfer Default Rate, compounded daily, shall accrue on the unpaid principal amount of immediately such unpaid obligations until paid in full in cash. Following any such default in payment, at the option of any Warrant Holder, Issuer shall promptly issue to such Warrant Holder a demand note in the principal amount equal to any unpaid amounts, bearing interest at a rate per annum equal to the Default Rate, compounded daily, with the Issuer required to use any available funds cash to an account designated pay any accrued interest and unpaid principal on such note. Such rights shall be in addition to all other rights and remedies available to any Warrant Holder upon a breach by the WarrantholderIssuer of its obligations under this Section 14(a). The Issuer shall provide each Warrant Holder with 30 days prior written notice of any Triggering Event to the extent the Issuer has knowledge of such Triggering Event. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

Put Rights. The Warrantholder If, a Holder determines in good faith during the period commencing May 27, 2001 and ending September 27, 2001 (in this SECTION 8, the "PUT PERIOD"), that (a) there is no reasonable prospect that a public market for the Common Stock is likely to develop or (b) the Registrable Securities held by such Holder cannot be sold pursuant to SECTIONS 2 and 3 at a price per share equal to or greater than a price per share equal to the Net Asset Value, then the terms and provisions of this SECTION 8 shall be operative. Specifically, in the instance described in the immediately preceding sentence, the subject Holder shall have the following Put Rights: (a) At right to sell all or a portion of its Registrable Securities to the earlier of (i) the fifth anniversary of the date hereof Company, and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire shall be obligated to cause the Company to repurchasepurchase such Registrable Securities, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price Net Asset Value. To exercise its rights to sell under this SECTION 8, the subject Holder shall give written notice to that effect to the Company during the Put Period, which notice (in this SECTION 8, called the "Five-Year PutEXERCISE NOTICE"), or, ) shall also specify the number of Registrable Securities (in the case of clause (ii) abovethis SECTION 8, the Warrant "SUBJECT SHARES") the subject Holder is electing to sell. The Company and the subject Holder shall consummate any purchase and sale contemplated under this SECTION 8 at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If a place and time mutually determined by the Company receives a Put Notice pursuant to Section 7(a)and the subject Holder, it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible but in any event within thirty (30) 15 days of the after receipt by the Company of the Put Exercise Notice. At the closing of any purchase and sale contemplated under this SECTION 8, a notice stating: (i) the date as of which such repurchase Company shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior tender cash to the Expiration Date); (ii) subject Holder in the case of a Five-Year Put, an amount equal to the number of Warrant the Subject Shares (issued or represented multiplied by this Warrant) to be purchased from the Warrantholder Net Asset Value and the Repurchase Price (which subject Holder shall be calculated deliver to the Company certificate(s) evidencing the Subject Shares. For purposes of this SECTION 8, the term "NET ASSET VALUE" shall mean, as of the date of the Put Exercise Notice, an amount determined by dividing X by Y, where "X" is (i) orthe total assets of the Company and its subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and its subsidiaries as of such time prepared in accordance with generally accepted accounting principles (exclusive, in however, of oil and gas properties), PLUS (ii) the case "Calculated Market Value" (as defined below) of a Change of Control Putsuch oil and gas properties, the Change of Control Repurchase Price; and MINUS (iii) the place or places total liabilities of the Company and its subsidiaries which would be shown as liabilities on a consolidated balance sheet of the Company and it subsidiaries as of such time prepared in accordance with generally accepted accounting principles, and where certificate or certificates representing this Warrant or Warrant Shares are to "Y" is the total number of shares of Capital Stock outstanding as of such time. In computing Net Asset Value, the "CALCULATED MARKET VALUE" of oil and gas properties of the Company and its consolidated subsidiaries shall be surrendered for paymentdetermined in accordance ss.210.4-10 of Regulation S-X, as promulgated by the Securities and Exchange Commission, except that in making such computation only the following categories (and portions of such categories) of reserves shall be utilized: 90% of proved developed producing reserves; PROVIDED, HOWEVER65% of proved behind pipe reserves; and 50% of proved undeveloped reserves; provided, that the Company independent petroleum engineers to be used in making the valuation contemplated by this sentence shall have no obligation to send the notice set forth above be T.J. Smith & Company, Inc., Ryder Scott Company, Netherland Sewell & Xxxxxxxtes, Inc. or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below such xxxxx xxxxxendent petroleum engixxxxx as shall not be applicable to any failure designated by the Company and acceptable to repurchase the Warrants and subject Holder. Notwithstanding the Warrant Shares following foregoing, however, should the exercise Company determine in good faith that the Calculated Market Value of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants oil and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate gas properties of the Company toand its consolidated subsidiaries exceeds, at the date of the Exercise Notice, the fair market value of such properties based on then current industry conditions, the Company may, with the consent of the subject Holder (such consent not to be unreasonably withheld) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Putuse such lesser fair market value in computing Net Asset Value.

Put Rights. The Warrantholder shall have the following Put Rights: (a) At any time on or after the earlier occurrence of a Put Trigger Event (i) as defined in the fifth anniversary of the date hereof and (ii) a Change of ControlInvestor Rights Agreement), the Warrantholder may notify New Shareholders and any other holder of Common Shares shall each have the Company in writing right to require the Old Shareholder to purchase all or any Common Shares held by the New Shareholder or such holder at the Put Price determined as provided below (the "PUT NOTICEPut Right") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at delivering a price per share equal written notice to the Repurchase Price Old Shareholder specifying the amount of securities to be purchased (the "Five-Year PutPut Notice"), or, in . Upon receipt of the case of clause (ii) abovePut Notice, the Warrant at Old Shareholder shall give written notice of the Change exercise of Control Repurchase Price the Put Right to each other holder of Common Shares, and each such other holder shall have the right, within ten days after receipt of such notice, to participate in such exercise of the Put Right by delivering a written notice (the "Change Participation Notice") to the Company specifying the amount of Control Putsecurities to be purchased. All securityholders of the Company (including, as the case may be, any New Shareholder) participating in the exercise of the Put Right are referred to herein as the ")Participating Holders." The Old Shareholder shall use his best efforts to honor the Put Right. At such time as a majority in interest of the New Shareholders and any other holder of Common Shares have exercised the Put Right under Section 2.7, all Common Shares then outstanding shall be repurchased by the Old Shareholder at the price and upon the terms and conditions specified in this Section 3 for Participating Holders exercising their Put Right. (b) If Upon the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company delivery of the Put Notice, the Old Shareholder and the Participating Holders shall in good faith promptly determine the Put Price as provided hereunder, and within ten (10) days after the determination of the Put Price the Old Shareholder shall purchase and the Participating Holders shall sell the amount of securities specified in the Put Notice and, as applicable, each Participation Notice, at a notice stating: (i) the date as of which such repurchase shall occur (which date mutually agreeable time and place (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) . At the Put Closing, the Warrantholder each Participating Holder shall deliver to the Company the certificate or Old Shareholder certificates representing such holder's Common Shares to be purchased by the Warrantholder's Warrant Old Shareholder, free and clear of all Liens and Encumbrances and duly endorsed in blank or Warrant Shares accompanied by duly executed forms of assignment (with signatures guaranteed), and the Company Old Shareholder shall deliver to each such Participating Holder the Warrantholder an amount equal to, in Put Price payable to such Participating Holder as determined pursuant to paragraph (c) immediately below. All amounts of the case of a Five-Year Put, the product obtained Put Price shall be paid by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's cashiers or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholdereach such Participating Holder. (ec) The Company Common Shares to be purchased by the Old Shareholder from each Participating Holder pursuant to the Put Right shall not be purchased at a price (and shall not permit any Affiliate the "Put Price") equal to the product of (i) the Market Value (as defined below) of the Company toCompany, multiplied by (ii) enter into a fraction, the numerator of which shall be the number of each such Participating Holder's shares to be purchased and the denominator of which shall be the total number of shares of Common Stock then outstanding and the total number of shares of Common Stock issuable upon conversion, exercise or exchange of all In-the-Money Options and Securities (as defined in the Investor Rights Agreement) as of the date the Put Price is determined hereunder. Notwithstanding the foregoing, the "Put Price" attributable to any contract or other consensual arrangement that by its terms restricts Common Shares shall be equal to the Company's ability lesser of (x) the Put Price otherwise determined with respect thereto pursuant to honor the Put.immediately preceding sentence and (y) the purchase price of such Common Shares under the

Put Rights. The Warrantholder shall have In the following Put Rights: event that within eighteen (a18) At months after ---------- the earlier of Initial Funding Date (i) the fifth anniversary of the date hereof Merger has not closed and (ii) a Change of ControlAOP (or any successor) has not closed on an IPO, the Warrantholder may AOP shall notify the Company Investors that it will have its business as a whole appraised on a going concern basis in writing accordance with the procedures set forth in this Section 2(e) (the "PUT NOTICEAppraisal"). Each ------------ Investor shall have the right to elect, by delivering written notice to the Company during the thirty (30) day period following delivery of the Warrantholder's desire Appraisal, to cause the Company to repurchasehave AOP redeem all, in the case of clause (i) above, all (but not less than all) , of the Warrant Shares (issued or represented then held by the Warrant) at a price per share equal to the Repurchase Price such Investor (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) . The price to be purchased from paid for the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants Put shall be their fair market value based on the Appraisal (the "Investor Warrant SharesFair Market Value") ). Payment shall also have exercised the "five year put" provided for be made in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds within forty-five (45) days after delivery of the Appraisal. AOP and the Investors shall use reasonable efforts to agree on a single MAI certified appraiser to conduct the Appraisal. If they are unable to agree on a single appraiser within 15 days after the date that is eighteen (18) months after the Initial Funding Date, the Appraisal shall be conducted by a panel of three MAI certified appraisers qualified to appraise AOP on a going concern basis, one of whom shall be selected by AOP, one of whom shall be selected by Investors then holding a majority in interest of the Shares within 10 days after AOP's selection of an account designated appraiser, and the third of whom shall be selected by the Warrantholder. (e) The Company first two within three days after the first two are selected. Each appraiser, within 15 days after the third such party is so selected, shall not (submit to AOP and shall not permit any Affiliate the Investors a determination of such Fair Market Value, and the mean of the Company totwo closest determinations shall be the Fair Market Value. AOP and the Investors shall each pay fifty percent (50%) enter into any contract or other consensual arrangement that of the cost of the Appraisal. PSI shall be deemed to have consented to all transfers of AOP's assets necessary to effect the payments required by its terms restricts the Company's ability to honor the Put.this Section 2(e), if any. ------------