Common use of Put Rights Clause in Contracts

Put Rights. (a) Each Equity Plan Member may, in his, her or its sole discretion, elect to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in the event that the Equity Plan Member ceases to be an employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.

Put Rights. Notwithstanding any other provisions of this Agreement, following February 6, 2021, the BR Member, on behalf of itself and the BR Equityholders (ato the extent such BR Equityholder own directly any portion of the Retained Equity) Each Equity Plan 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 terms of this Section 9.8, to deliver an irrevocable written notice of election to the TPC Member may(such notice, in hisa “Put Election” and the transaction resulting from any Put Election, her or its a “Put Option”) to initiate the purchase by (at the TPC Member’s sole discretionelection) the TPC Member, elect to have the Company purchase all or a portion any of his, her or its Equity Plan Units that are Vested their respective Affiliates (the “Qualifying Equity Plan Put Purchaser”) from the Put Sellers of all, but not less than all, of the Units owned by the Put Sellers (the “Put Units”) under the following circumstances: (i) in the event that the Equity Plan Member ceases to be an employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in for an amount equal to the Equity Plan Put Unit and Call Price. Subject to Section 9.9, the Put and Call Price multiplied by may be paid, at the number election of Equity Plan the Put Units being sold by such Equity Plan Member, such payment to be madePurchaser, in the Company’s sole discretion, by (x) wire transfer form of immediately 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 an account specified the BR Member a written notice which shall (the “Put Notice”) (i) specify the identity of the Put Purchaser, (ii) include a calculation of the EBITDA attributable to the Put and Call Price, (iii) include a calculation of the Put and 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 writing by such Equity Plan Member or 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 (y30) by wire transfer days of immediately available funds equal to at least twenty percent (20%) of such purchase price and by the delivery of a promissory note the Put Notice. Following the delivery of the Put Notice, the TPC Member shall provide and cause the Company to provide to the BR Member (on behalf of the Put Sellers) with reasonable access, during normal business hours and upon reasonable advance notice, to the personnel, properties, books and records of the Company to the extent reasonably necessary for the BR Members review the calculations set forth in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidPut Notice.

Put Rights. (a) Each Equity Plan Member may, in his, her If the Optionee dies or its sole discretion, elect to have the Company purchase all or suffers a portion of his, her or its Equity Plan Units that are Vested Disability (the “Qualifying Equity Plan Put UnitsEvent”) under ), then such Optionee or his or her executor, personal representative or legal representative shall have the following circumstances: (i) in the event that the Equity Plan Member ceases to be an employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase (a “Put Option”), by delivery of a written notice (the Equity Plan Call Units is delivered “Put Notice”) to the Company within 180 days after the date of the Put Event (the “Put Period”), and the Company shall be required to purchase, all of Option Shares held by the Optionee and all Option Shares issuable upon exercise of the Vested Options as of the date of Put Event (the “Put Securities”) at a price per Option Share equal to the applicable Put Price (defined below) as of the date of the Put Event, less, in the case of any Vested Option, the exercise price therefor. Any Optionee who seeks to exercise the Put Option by reason of a Disability shall (i) authorize and direct his or her physicians and other health care professionals to discuss his or her medical condition with representatives of the Company (waiving any applicable privilege) and (ii) submit to examination by physicians designated by the Company. (b) The closing of any purchase of Put Securities by the Company pursuant to this Section 12.2(b6 shall take place at the principal office of the Company within 15 days after the expiration of the relevant Put Period as the Company shall specify to such Optionee (or, in the case of death or Disability, such Optionee’s executor, personal representative or legal representative) in writing (or such later date designated by the Company as may be necessary to determine the Put Price or confirm the existence of Disability). At such closing, such Optionee (or, in the Equity Plan Put Closingcase of death or Disability, (1such Optionee’s executor, personal representative or legal representative) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by to the Company and (B) represent and warrant that such Equity Plan all instruments representing, together with appropriate powers duly endorsed with respect to, the Put Units are being transferred Securities, free and clear of all liens, encumbrances or other restrictions (other than pursuant to securities laws or this Agreement), against payment by the Company of the purchase price for the Put Securities in cash by delivery of a certified check payable to such Optionee (or, in the case of death, such Optionee’s estate). Notwithstanding the foregoing, (A) if the payment of all or any portion of the purchase price is not permitted to be made at the closing (or if distribution to the Company by its subsidiaries of the funds necessary for such payment is not permitted) by the terms of any debt agreement(s) pursuant to which the Company or any of its subsidiaries has any indebtedness for borrowed money (each a “Debt Agreement” and interests collectively, the “Debt Agreements”), or rights the payment would cause a Default or an Event of other PersonsDefault (as such terms are defined in any Debt Agreement), or (B) if the Committee shall have determined that making all or any portion of such payment at the closing would not be (x) prudent in light of the cash position and needs of the business of the Company and its subsidiaries or (y) permitted under Delaware law, then all or that portion, as applicable, of the purchase price shall instead become a subordinated obligation of the Company (a “Subordinate Obligation”) which shall become payable (1) with respect to a Subordinate Obligation arising under clause (A) above, upon the earlier to occur of (I) one day after the closing date of a complete refinancing of the Company’s senior and subordinate debt and (II) receipt by the Company of the written approval of its senior and subordinate lenders to pay the principal and interest on the obligation in full and (2) with respect to a Subordinate Obligation arising under clause (ii) above, at such time as when the Committee shall have determined that it would be prudent or permitted to do so (subject to any limitations arising under the Debt Agreements). The Subordinate Obligation shall accrue interest at the weighted average rate applicable from time to time on the Company’s senior debt. The Company shall pre-pay the amount of any Subordinate Obligation, together with accrued and unpaid interest, as and when it is permitted to do so (and to cause its subsidiaries to distribute to the Company the funds necessary for such payment) without Default (as defined) or creating an Event of Default (as defined) under applicable law and any Debt Agreement, provided, that if there is more than one Subordinate Obligation outstanding, the Company shall make payment to pre-payments on each Equity Plan Member selling such Equity Plan Put Units Subordinate Obligation in an the proportion that the outstanding amount equal thereof (including accrued and unpaid interest) bears to the Equity Plan Put Unit Price multiplied by then aggregate outstanding Subordinate Obligations (including accrued and unpaid interest). (c) If and to the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be madeextent the Optionee (or, in the Companycase of death, the Optionee’s sole discretionexecutor, by (xpersonal representative or legal representative) wire transfer does not deliver a Put Notice within the Put Period or if the purchase of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to all Put Securities does not occur at least twenty percent (20%) the scheduled closing date through the fault of such purchase price and by delivery of a promissory note in the principal amount of the balance of Optionee’s executor, personal representative or legal representative, then such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which Optionee’s Put Option shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.terminate. As used herein:

Put Rights. (a) Each Equity Plan Member mayIf, within six months before or two years after a Change in hisControl, her or its sole discretion, elect to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in the event that the Equity Plan Member Optionee ceases to be an employee of Employee due to a termination by the Company without Cause or due to a termination by Employee for Good Reason, the Employee or his representative shall have the right to require the Company, but only within sixty (60) days following termination of employment and prior to the extent permitted by, and subject to, the terms and conditions effective date of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company Public Offering of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate securities of the Company in connection with a change in Control of Radio One; and (iv) same class as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects Option Shares, to exercise his, her or its right to cause require the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with all of Optionee's Option Shares. For this Article XIIpurpose, it a notice of exercise given by the Employee to the Company pursuant to this Section 9 shall provide be effective to perfect Optionee's right to sell, subject to the remaining provisions of this Section 9. (1) The Optionee, upon exercising this right to sell, shall give written notice thereof to the Company, which notice shall include Company of the number of Qualifying Equity Plan Put Units Option Shares to be purchased (the “Equity Plan Put Units”) sold, and the basis on Company shall thereupon give the Optionee notice of the time and date of closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the Equity Plan Member is exercising its put rights under Section 12.2(adate of the Optionee's notice and shall be held at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be transferred to the Company free and clear of all liens, claims and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) aboveThe price for Option Shares purchased by the Company shall be payable all in cash at the closing. (c) The fair market value of repurchase price for each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) Option Share shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount Fair Market Value as of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day date of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidrepurchase.

Put Rights. (a) Each Equity Plan Member maySubject to Section 2.1(k) and Section 2.2 hereto, if any Person (or group of Persons) proposes to directly or indirectly acquire, and a Shareholder(s) proposes to directly or indirectly Transfer, a number of Shares that, together with any Shares then held by such Person or group of Persons (or Affiliates thereof), exceed 49.9% of the issued and outstanding Common Stock in hisone or more transactions (a “Put Sale” and the Shareholder(s) proposing such Transfer, her or its sole discretiona “Put Seller”), elect as a condition to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstancesSeller effecting such Transfer: (i) in the event that the Equity Plan Member ceases to be an employee Put Seller shall provide each other Shareholder notice of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement;proposed Transfer (“Put Notice”) and offer each other Shareholder the opportunity to participate in such Transfer in accordance with this Section 2.1, and (ii) each other Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 2.1 (each such electing other Shareholder, a material breach “Put Participant”); provided, that the Put Rights contained in this Section 2.1 shall not apply to (1) any Transfer to a Permitted Transferee, (2) any Transfer pursuant to an effective registration statement (including, without limitation, a registration statement on Form S-3 (or any successor thereto)) under the Securities Act, (3) a Drag-Along Sale, (4) increases in holdings by JPMorgan or its Affiliates in connection with Transfers coordinated or effected by them, solely in their capacities as market makers for the Shares, solely for the accounts of third parties, or (5) increases in the ownership percentages of any Shareholder and any of its Affiliates as a result of any non- pro rata repurchase or redemption of Shares by the Company of any agreement between the Equity Plan Member and the Company;in one or more transactions. (iiib) in The Put Notice shall identify the event that Xxxxxx X. Xxxxxxx III ceases number of Shares proposed to be associated Transferred in any capacity with such Put Sale including the Company or any Affiliate number of Shares proposed to be sold by the Company in connection with a change in Control of Radio One; and Put Seller (iv) as permitted by “Put Offer”), the consideration for which the Transfer is proposed to be made, and in accordance with the all other material terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise hisPut Offer, her or its right to cause including the Company form of the proposed agreement, if any, and a firm offer by the proposed Transferee to purchase such Member’s Qualifying Equity Plan Put Units Shares from the Shareholders in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above2.1. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.

Put Rights. (a) Each Equity Plan Member may, in his, her or its sole discretion, elect to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: If (i) in the event that the Equity Plan Member ceases to be an employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; a Qualified Public Offering or (ii) a material breach by an Approved Sale has not occurred on or prior to the Company of any agreement between the Equity Plan Member and the Company; fifth (iii5th) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate anniversary of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with Closing, then the terms and conditions of Majority Management Stockholders shall have the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase all, but not less than all, of the Stockholder Shares held by all Management Stockholders (such Member’s Qualifying Equity Plan right, the “Put”). Upon receipt by the Company from the Majority Management Stockholders of an irrevocable notice (a “Put Units Notice”) exercising the Put, the Company shall, in the discretion of the Board and within sixty (60) days following receipt of the Put Notice, either (A) purchase all of the Stockholder Shares held by the Management Stockholders at Fair Market Value (determined as of the date of the Put Notice), (B) cause the Company to initiate the process of a Qualified Public Offering, or (C) cause the Company to initiate the process of a Liquidity Event, in each case, in accordance with the terms of this Article XIIAgreement, including, without limitation, Section 2.4. The Company shall inform all Management Stockholders of the Put Notice and its election pursuant to this Section 2.5(a). (b) If the Company elects to pursue a Qualified Public Offering or a Liquidity Event pursuant to Section 2.5(a) above, it shall provide written notice thereof use commercially reasonable efforts to consummate such transaction on or prior to the Company12-month anniversary of its receipt of the Put Notice. For the avoidance of doubt, which notice the terms and conditions of Section 2.4 shall include apply to any Liquidity Event consummated in connection with the number exercise of Qualifying Equity Plan Put Units the Put. If such Qualified Public Offering or Liquidity Event, as applicable, has not been consummated within such 12-month period, the Company shall be required to be purchased (the “Equity Plan Put Units”) purchase, and the basis on which Management Stockholders shall be required to sell, all of the Equity Plan Member Stockholder Shares held by the Management Stockholders for cash. If the Company is exercising its put rights under Section 12.2(a) aboverequired to purchase the Stockholder Shares subject to the Put after electing to pursue either a Qualified Public Offering or a Liquidity Event, the Fair Market Value of such Stockholder Shares shall be determined as of the first anniversary of the Put Notice. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) All Management Stockholders shall be determined in accordance with the procedures described in Section 12.1(c) with respect required to sell all of their Stockholder Shares pursuant to the determination of Put. At the Equity Plan Call Unit Price. (d) The closing of time the Company is required to purchase and sale of the Equity Plan Put Units Stockholder Shares pursuant to this Section 12.2 (2.5, the “Equity Plan Put Closing”) Management Stockholders shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company sale agreement (in form and substance satisfactory reasonably acceptable to the Board) bearing interest at purchasers); provided, that such agreement shall contain only those representations and warranties described in Section 2.4(c)(iii). The Company may elect to satisfy the Put by causing a rate of eight percent (8.0%) per annum, third party to purchase any Stockholder Shares subject to the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning Put on the first day of same terms as the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidCompany.

Put Rights. (a) Each Equity Plan Member mayAt any time during the period beginning after occurrence of a Put Event and ending on the fifth (5th) anniversary of the First Warrant Effective Date, in hisnot less than twenty (20) days prior to a Put Event, her or its sole discretion, elect to have the Company purchase all or a portion shall give to the Holder written notice of his, her or its Equity Plan Units that are Vested such Put Event (the “Qualifying Equity Plan Put UnitsEvent Notice”) under the following circumstances: (i) ), which shall set forth in the event that the Equity Plan Member ceases to be an employee reasonable detail a description of the Company, but only transactions expected to the extent permitted by, and subject to, the terms and conditions of result in such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member Put Event and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreementanticipated effective date thereof. (b) If an The Holder may (or, in the case of clause (e) of the definition of “Put Event”, the Holder shall), at any time and from time to time, require the Company to purchase all or any portion of its Equity Plan Member elects to exercise hisInterest (issued or represented by this Warrant, her or including any successor Warrant(s)) by notifying the Company in writing (the “Put Notice”) of its right desire to cause the Company to purchase such Member’s Qualifying repurchase all (or any portion) of its Equity Plan Put Units in accordance with Interest (issued or represented by this Article XIIWarrant, it shall provide written notice thereof including any successor Warrant(s)) (the “Put”) at a price equal to the CompanyPut Price if all of Holder’s Equity Interest (issued or represented by this Warrant, which notice shall include the number of Qualifying Equity Plan Put Units including any successor Warrant(s)) are required to be purchased pursuant to the Put, or, if only a portion of the Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the “Put, an amount equal to the percentage of the total Put Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Plan Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Put, then the Company will pay 50% of the total Put Units”) and Price for such portion of Holder’s Equity Interest). A Put Notice may not be given if the basis on which Company has previously provided the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveHolder with a Call Notice. (c) The fair market value rights of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Holder pursuant to this Section 12.1(c) 4.2 with respect to any Put Event may be waived by the Holder, notwithstanding delivery of a Put Notice, at any time on or prior to the tenth (10th) Business Day after the determination of the Equity Plan Call Unit PricePut Price applicable to such Put Event. (d) The closing Within ten (10) Business Days following the delivery of a Put Notice (or, if applicable, immediately upon consummation of the purchase Put Event if later), the Company shall purchase, and sale the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Put Notice at the offices of the Equity Plan Put Units pursuant to this Section 12.2 Holder (the “Equity Plan Put Closing”). (e) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require If the Company shall not have funds legally available in the amount necessary to purchase the Holder's entire Equity Plan Call Units is delivered Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Put has been exercised, then the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Holder has exercised the Put shall be repurchased on a pro rata basis, in accordance with the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) held by the Holder. Any Put not satisfied in full pursuant to the terms of this Section 12.2(b4.2 shall remain an obligation of the Company in accordance with Section 4.2(f) hereof until such time as such satisfaction shall have occurred. The amount equal to the aggregate Put Price attributable to such not satisfied portion of the Put shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). (f) Notwithstanding anything contained in Section 4.2(e) hereof to the contrary, if the Company is unable in accordance with Applicable Law to purchase all of the Warrants and/or Equity Interest underlying same which are the subject of a Put Notice, the Company shall if so requested in writing by the Holder exercising Put rights, (i) purchase in accordance with the Put Notice the maximum number of such put Warrants and/or Equity Interest underlying same which the Company may purchase and (ii) in one or more installments, at the earliest time that the Company may lawfully do so, purchase all remaining put Warrants and/or Equity Interest underlying same and pay interest at the rate of 15% (or the maximum rate of interest permitted by Applicable Law) per annum on the amount of the aggregate Put Price attributable to such remaining Warrants and/or Equity Interest underlying same from the Put Closing to the date on which such amount is paid in full; provided, however, that, to the extent the Company is unable to pay such amount or a portion thereof, such amount or a portion thereof, as applicable, shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). At In the event that, based on the values of the Company's assets and liabilities reflected in the books and records of the Company, it would be unlawful, under applicable state laws, for it to purchase Warrants and/or the Equity Plan Interest underlying same, or pay the Put Price therefor, the Company hereby agrees, if and to the extent permitted by borrowing agreements of the Company then in place and applicable law, to revalue its assets and liabilities based upon their current fair market value, and to take such other action as may be necessary, to cause such purchase to no longer be unlawful. In furtherance of this Section 4.2(f), within three (3) days following the determination of the Put Price, the Company will determine whether or not it will have legally available funds in an amount necessary to purchase all Warrants and/or Equity Interest underlying same at the Put Closing, and shall, within two days thereafter, notify the Holder in writing if such funds shall not be available. (1g) each Equity Plan Member selling Equity Plan At the Put Units Closing, the Holder shall (A) execute and deliver such documents as shall be reasonably requested by to the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liensthe Warrant, encumbrances and interests or rights of other Personsif any, and (2) the Company shall make payment deliver to each Equity Plan Member selling such Equity Plan Put Units in the Holder an amount equal to the Put Price corresponding to the Holder's Warrant and/or Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretionInterest underlying same, by (x) cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account specified designated in writing by such Equity Plan Member the Holder. (h) Subject to the Subordination Agreement and the Senior Loan Documents, the Company shall not enter into any agreement, understanding, or transaction (y) by wire transfer of immediately available funds equal including, without limitation, pursuant to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount any amendment or modification of the balance of such purchase price issued by Organizational Documents) pursuant to which the Company shall be required, or makes a covenant, representation or warranty, to prevent or to impair (contractually or otherwise) the exercise of the Put rights provided for in form and substance satisfactory this Section 4.2 or the obligation of the Company to pay the Put Price. (i) Notwithstanding anything contained herein to the Board) bearing interest at a rate of eight percent (8.0%) per annumcontrary, the principal and interest of which rights set forth in this Section 4.2 shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on subject to the first day terms of the fiscal quarter following the fiscal quarter in which the closing occursPurchase Agreement, and continuing on all of Holder's rights under this Warrant are subject to the first day of each succeeding fiscal quarter until fully paidSubordination Agreement and the Senior Loan Documents.

Put Rights. (a) Each Equity Plan Member mayAt any time during the period beginning after occurrence of a Put Event and ending on the fifth (5th) anniversary of the date hereof, in hisnot less than twenty (20) days prior to a Put Event, her or its sole discretion, elect to have the Company purchase all or a portion shall give to the Holder written notice of his, her or its Equity Plan Units that are Vested such Put Event (the “Qualifying Equity Plan Put UnitsEvent Notice”) under the following circumstances: (i) ), which shall set forth in the event that the Equity Plan Member ceases to be an employee reasonable detail a description of the Company, but only transactions expected to the extent permitted by, and subject to, the terms and conditions of result in such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member Put Event and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreementanticipated effective date thereof. (b) If an The Holder may (or, in the case of clause (e) of the definition of “Put Event”, the Holder shall), at any time and from time to time, require the Company to purchase all or any portion of its Equity Plan Member elects to exercise hisInterest (issued or represented by this Warrant, her or including any successor Warrant(s)) by notifying the Company in writing (the “Put Notice”) of its right desire to cause the Company to purchase such Member’s Qualifying repurchase all (or any portion) of its Equity Plan Put Units in accordance with Interest (issued or represented by this Article XIIWarrant, it shall provide written notice thereof including any successor Warrant(s)) (the “Put”) at a price equal to the CompanyPut Price if all of Holder’s Equity Interest (issued or represented by this Warrant, which notice shall include the number of Qualifying Equity Plan Put Units including any successor Warrant(s)) are required to be purchased pursuant to the Put, or, if only a portion of the Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the “Put, an amount equal to the percentage of the total Put Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Plan Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Put, then the Company will pay 50% of the total Put Units”) and Price for such portion of Holder’s Equity Interest). A Put Notice may not be given if the basis on which Company has previously provided the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveHolder with a Call Notice. (c) The fair market value rights of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Holder pursuant to this Section 12.1(c) 4.2 with respect to any Put Event may be waived by the Holder, notwithstanding delivery of a Put Notice, at any time on or prior to the tenth (10th) Business Day after the determination of the Equity Plan Call Unit PricePut Price applicable to such Put Event. (d) The closing Within ten (10) Business Days following the delivery of a Put Notice (or, if applicable, immediately upon consummation of the purchase Put Event if later), the Company shall purchase, and sale the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Put Notice at the offices of the Equity Plan Put Units pursuant to this Section 12.2 Holder (the “Equity Plan Put Closing”). (e) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require If the Company shall not have funds legally available in the amount necessary to purchase the Holder's entire Equity Plan Call Units is delivered Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Put has been exercised, then the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Holder has exercised the Put shall be repurchased on a pro rata basis, in accordance with the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) held by the Holder. Any Put not satisfied in full pursuant to the terms of this Section 12.2(b4.2 shall remain an obligation of the Company in accordance with Section 4.2(f) hereof until such time as such satisfaction shall have occurred. The amount equal to the aggregate Put Price attributable to such not satisfied portion of the Put shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). (f) Notwithstanding anything contained in Section 4.2(e) hereof to the contrary, if the Company is unable in accordance with Applicable Law to purchase all of the Warrants and/or Equity Interest underlying same which are the subject of a Put Notice, the Company shall if so requested in writing by the Holder exercising Put rights, (i) purchase in accordance with the Put Notice the maximum number of such put Warrants and/or Equity Interest underlying same which the Company may purchase and (ii) in one or more installments, at the earliest time that the Company may lawfully do so, purchase all remaining put Warrants and/or Equity Interest underlying same and pay interest at the rate of 15% (or the maximum rate of interest permitted by Applicable Law) per annum on the amount of the aggregate Put Price attributable to such remaining Warrants and/or Equity Interest underlying same from the Put Closing to the date on which such amount is paid in full; provided, however, that, to the extent the Company is unable to pay such amount or a portion thereof, such amount or a portion thereof, as applicable, shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). At In the event that, based on the values of the Company's assets and liabilities reflected in the books and records of the Company, it would be unlawful, under applicable state laws, for it to purchase Warrants and/or the Equity Plan Interest underlying same, or pay the Put Price therefor, the Company hereby agrees, if and to the extent permitted by borrowing agreements of the Company then in place and applicable law, to revalue its assets and liabilities based upon their current fair market value, and to take such other action as may be necessary, to cause such purchase to no longer be unlawful. In furtherance of this Section 4.2(f), within three (3) days following the determination of the Put Price, the Company will determine whether or not it will have legally available funds in an amount necessary to purchase all Warrants and/or Equity Interest underlying same at the Put Closing, and shall, within two days thereafter, notify the Holder in writing if such funds shall not be available. (1g) each Equity Plan Member selling Equity Plan At the Put Units Closing, the Holder shall (A) execute and deliver such documents as shall be reasonably requested by to the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liensthe Warrant, encumbrances and interests or rights of other Personsif any, and (2) the Company shall make payment deliver to each Equity Plan Member selling such Equity Plan Put Units in the Holder an amount equal to the Put Price corresponding to the Holder's Warrant and/or Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretionInterest underlying same, by (x) cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account specified designated in writing by such Equity Plan Member the Holder. (h) Subject to the Subordination Agreement and the Senior Loan Documents, the Company shall not enter into any agreement, understanding, or transaction (y) by wire transfer of immediately available funds equal including, without limitation, pursuant to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount any amendment or modification of the balance of such purchase price issued by Organizational Documents) pursuant to which the Company shall be required, or makes a covenant, representation or warranty, to prevent or to impair (contractually or otherwise) the exercise of the Put rights provided for in form and substance satisfactory this Section 4.2 or the obligation of the Company to pay the Put Price. (i) Notwithstanding anything contained herein to the Board) bearing interest at a rate of eight percent (8.0%) per annumcontrary, the principal and interest of which rights set forth in this Section 4.2 shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on subject to the first day terms of the fiscal quarter following the fiscal quarter in which the closing occursPurchase Agreement, and continuing on all of Holder's rights under this Warrant are subject to the first day of each succeeding fiscal quarter until fully paidSubordination Agreement and the Senior Loan Documents.

Put Rights. (a) Each Equity Plan Member may, Subject to any waiver of the rights provided in his, her or its sole discretion, elect to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) this Section 4.2 contained in the event that the Equity Plan Member ceases to be an employee Employment Agreement or any analogous provision of the Companyany employment, but only compensation or benefit agreement or arrangement, if any, of any Management Investor, if, prior to the extent permitted byconsummation of an IPO, and subject to, a Management Investor dies or the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a material breach Management Investor's employment by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with or, if applicable, an Affiliate thereof, is terminated by the Company or, if applicable, an Affiliate thereof, without Cause or any Affiliate of the Company in connection is terminated due to a Permanent Disability, or with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such priceGood Reason, the “Equity Plan Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right (a "Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board butRight"), in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase all (but not less than all) of the Equity Plan Call Units Management Investor's Common Stock (including any shares held by its Management Transferees) (such shares on each particular Put Right exercise date, the "Put Shares") and all (but not less than all) of the Management Investor's Options (such Options on each particular Put Right exercise date, the "Put Options") provided that in no event shall a Put Right be exercised after the date which is delivered pursuant six (6) months after such Management Investor's death or the termination of such Management Investor's employment with the Company or, if applicable, an Affiliate thereof. The price to Section 12.2(b). At the Equity Plan be paid for any Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as Shares shall be reasonably requested by equal to the Company aggregate Fair Market Value of such Put Shares determined as of the date of exercise of the Put Right with respect to such Put Shares. The price to be paid for any Put Option shall be equal to the aggregate Fair Market Value of the shares of Common Stock (determined as of the date of exercise of the Put Right with respect to such Put Option) underlying such Put Option, less (i) the product of the per share exercise price and (B) represent and warrant that such Equity Plan the number of shares subject to the Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other PersonsOption, and (2ii) applicable withholdings. The Company shall pay the purchase price (less exercise price and applicable withholdings with respect to Options) for the Common Stock and the Options repurchased pursuant to this Section 4.2 in cash to the extent that the Company is permitted or required to purchase such shares for cash (under both applicable law and the Company's and its Affiliates' indebtedness and contractual arrangements and agreements). The Company shall make payment fund any amount not so permitted to each Equity Plan Member selling be paid in cash with a Buy-Out Note. A Supermajority of the Board may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such Equity Plan Put Units in an amount equal assignment shall relieve the Company of its obligations hereunder to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold extent not satisfied by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidassignee.

Put Rights. (a) Each Equity Plan Member mayIn addition and not in limitation of the Holder’s rights pursuant to Section 9(c), upon a Change in hisControl (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, her or its sole discretionthe “Put Trigger Date”), elect to the Holder shall have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in the event that the Equity Plan Member ceases to be an employee of the Companyright, but only to not the extent permitted byobligation, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; upon five (ii5) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide Trading Days’ prior written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase this Warrant for a purchase price in cash equal to the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At product of (i) the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall greater of (A) execute and deliver such documents as shall be reasonably requested by the Company Closing Price on the Put Trigger Date and (B) represent and warrant the Common Equity Value Per Share on the Put Trigger Date, less in each instance the Exercise Price; multiplied by (ii) the number of Warrant Shares hereunder (such product, the “Target Price”); provided, however, that such Equity Plan the rights provided to the Holder shall not be exercisable in the event that (x) the Closing Price is greater than the Target Price on each of the forty five (45) Trading Days prior to the Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other PersonsTrigger Date, and (2y) 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. (b) In the event a Put Triggering Event occurs and the Company is unable to purchase this Warrant in cash pursuant to the 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), the Company shall make payment to each Equity Plan Member selling such Equity Plan issue a note, in the form attached hereto as Exhibit D (a “Put Units in an Note”), with a principal face amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidTarget Price.

Put Rights. (a) Each Equity Plan Member mayIf the Liquidity Event Closing has not occurred on or before the Liquidity Event Deadline, in his, her or its sole discretion, elect to the Class B Representative shall have the Company purchase right to issue a Notice to the Partnership Invoking a put of all or a portion of his, her or its Equity Plan the Class B Units that are Vested (to the “Qualifying Equity Plan Put Units”) Partnership under the following circumstances: terms specified in this Paragraph 3(a) ("Put Notice"). Once a Put Notice is issued, the Partnership shall have a call right on all the Class B Partnership Units. The exercise price of the put and the call for the Class B Partnership Units is the aggregate Class B Consideration of the Class B Limited Partners. Any purchase and sale effectuated pursuant to this Paragraph 3(a) shall be completed on or before the later to occur of (i) in the event that the Equity Plan Member ceases to be an employee of the CompanyDecember 31, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; 1999 or (ii) the thirtieth day following the date that a material breach Put Notice is given ("Redemption Date") and shall be subject to the customary representations and warranties by the Company of any agreement between the Equity Plan Member and the Company; (iii) a seller in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with such a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreementtransaction. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof aggregate Class B Consideration is distributed to the CompanyClass B Partners pursuant to a closing on or before the Redemption Date, which notice the amounts distributed to the Class B Partners at such closing shall include be in full and complete satisfaction and liquidation of their interests in the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. Partnership (c) The fair market value of each Equity Plan Put Unit (If the Partnership is unable to pay the aggregate Class B Consideration on or before the Redemption Date including due to such pricepayment being prohibited by the Financing Documents, the “Equity Plan Put Unit Price”) Class B Representative shall be determined in accordance with have the procedures described in Section 12.1(c) with respect right to exercise the determination Class B Proxy and assume control of the Equity Plan Call Unit PricePartnership. (d) The closing Upon exercise of the purchase and Class B Proxy by the Class B Representative, STT II shall be admitted to the Partnership as a Limited Partner, with STTOC having distributed all of the Class A Units initially held by it as a Limited Partner to STT II. Once the Class B Proxy has been exercised, any amount that would be distributed to the General Partner by the Partnership shall be distributed to STT II as the sole member of the General Partner. (e) If a sale of substantially all of the Equity Plan Put Units pursuant to this Section 12.2 (Pioneer Property is consummated during the “Equity Plan Put Closing”) shall occur on period when the date as General Partner is determined controlled by the Board butClass B Representative, in any eventthe net proceeds, within one hundred twenty (120) days if any, remaining after full and complete satisfaction of the date that the notice Financing and any other liabilities of the Equity Plan Member’s intent Partnership will be distributed: (i) first, to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units Class B Limited Partners in an amount equal to their respective Class B Consideration; (ii) next, to the Equity Plan Put Unit Price multiplied by Class C Limited Partner to the number extent of Equity Plan Put Units being sold by the Class C Consideration; and (iii) thereafter, to the Partners in proportion to their respective Percentage Interests; provided however that, to the extent such Equity Plan Memberdistributions are otherwise payable to the Class A Partner, such payment payments shall be used to be made, repay the bridge loan as to which the REIT is the borrower. (f) Upon a distribution to the Class B Limited Partners of $30 million cash in the Company’s sole discretion, by (x) wire transfer aggregate as a result of immediately available funds to an account specified in writing by such Equity Plan Member IPO or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery closing of a promissory note in private placement of equity, the principal amount put rights of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall Class B Partners will be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidextinguished.

Put Rights. of the Operating Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: "At any time after November 1, 2002, and until November 1, 2004, the Class II Member may request (athe "Initial Request"), on one occasion, that the Company undertake an initial public offering ("IPO"). In addition, after November 1, 2004, the Class II Member may request (the "Second Request"), on one occasion, that the Company undertake an IPO. Such request(s) Each Equity Plan shall be presented to the Company and be in the form of a letter of intent or similar proposal from an investment banking firm (and approved by that firm's commitment committee(s) for IPO selection) with a national reputation which expresses a willingness to conduct an IPO on the Company's behalf as a firm commitment underwriting, which would include shares to be issued by the Company and sold by Class I and Class II Members as selling shareholders. In the event that the Class I Member mayelects not to proceed with the IPO pursuant to the First Request or the Second Request, in hisfor a period of six months commencing on the date of such request, her or its sole discretion, elect to the Class II Member shall have the Company right to require that the Class I Member purchase all or a portion of his, her or its Equity Plan Units that are Vested Outstanding Shares by delivering notice to the Class I Member of the exercise of such right (the “Qualifying Equity Plan "Put Units”) under the following circumstances: (i) in Notice"). In the event that the Equity Plan Class II Member ceases to be an employee of timely delivers the Company, but only to the extent permitted by, and subject toPut Notice, the terms and conditions of such Equity Plan Class I Member shall purchase for cash the Class II Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) 's Outstanding Shares specified in the event that Xxxxxx X. Xxxxxxx III ceases Put Notice, for a price equal to be associated in any capacity with (a) the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted Fair Market Value multiplied by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise hisa fraction, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, numerator of which notice shall include is the number of Qualifying Equity Plan Class II Shares subject to the Put Units to be purchased (the “Equity Plan Put Units”) Notice and the basis on denominator of which is the Equity Plan total number of Outstanding Shares, provided, that, in no event shall the aggregate purchase price paid by the Class I Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination for all of the Equity Plan Call Unit Price. (d) The closing outstanding Class II Shares exceed $17.00 million. If the Class I Member purchases some or all of the purchase and sale of the Equity Plan Put Units Class II Shares pursuant to this Section 12.2 (12.13 and the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, Company subsequently completes an IPO within one hundred twenty (120) days year of such purchase, then the date that Class I Member shall pay to the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Class II Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price difference, if any, between the net price per share realized by the Company in the IPO and the price per share paid by the Class I Member to the Class II Member, multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued shares purchased by the Company (in form and substance satisfactory Class I Member from the Class II Member pursuant to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paidthis Section 12.13.

Put Rights. (a) Each Equity Plan Member maySubject to Section 2.1(k) and Section 2.2 hereto, if any Person (or group of Persons) proposes to directly or indirectly acquire, and a Shareholder(s) proposes to directly or indirectly Transfer, a number of Shares that, together with any Shares then held by such Person or group of Persons (or Affiliates thereof), exceed 49.9% of the issued and outstanding Common Stock in hisone or more transactions (a “Put Sale” and the Shareholder(s) proposing such Transfer, her or its sole discretiona “Put Seller”), elect as a condition to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstancesSeller effecting such Transfer: (i) in the event that the Equity Plan Member ceases to be an employee Put Seller shall provide each other Shareholder notice of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement;proposed Transfer (“Put Notice”) and offer each other Shareholder the opportunity to participate in such Transfer in accordance with this Section 2.1, and (ii) each other Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 2.1 (each such electing other Shareholder, a material breach “Put Participant”); provided, that the Put Rights contained in this Section 2.1 shall not apply to (1) any Transfer to a Permitted Transferee, (2) any Transfer pursuant to an effective registration statement (including, without limitation, a registration statement on Form S-3 (or any successor thereto)) under the Securities Act, (3) a Drag-Along Sale, (4) increases in holdings by JPMorgan or its Affiliates in connection with Transfers coordinated or effected by them, solely in their capacities as market makers for the Shares, solely for the accounts of third parties, or (5) increases in the ownership percentages of any Shareholder and any of its Affiliates as a result of any non- pro rata repurchase or redemption of Shares by the Company of any agreement between the Equity Plan Member and the Company;in one or more transactions. (iiib) in The Put Notice shall identify the event that Xxxxxx X. Xxxxxxx III ceases number of Shares proposed to be associated Transferred in any capacity with such Put Sale including the Company or any Affiliate number of Shares proposed to be sold by the Company in connection with a change in Control of Radio One; and Put Seller (iv) as permitted by “Put Offer”), the consideration for which the Transfer is proposed to be made, and in accordance with the all other material terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise hisPut Offer, her or its right to cause including the Company form of the proposed agreement, if any, and a firm offer by the proposed Transferee to purchase such Member’s Qualifying Equity Plan Put Units Shares from the Shareholders in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above2.1. (c) The fair market value From the date of its receipt of the Put Notice, each Equity Plan Put Unit Participant shall have the right (such pricea “Put Right”), but not the obligation, exercisable by written notice (“Put Response Notice”) given to the Put Seller and the Company within ten (10) Business Days after its receipt of the Put Notice (the “Equity Plan Put Unit PriceNotice Period”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect ), to require, as a condition to the determination proposed Transfer by the Put Seller, that the Put Seller include in the proposed Transfer the number of Shares held by such Put Participant as is specified in the Equity Plan Call Unit PricePut Response Notice. (d) The closing Each Put Response Notice shall include wire transfer instructions for payment of the purchase and sale price for the Shares to be sold in such Put Sale. Each Put Participant that exercises its Put Rights hereunder shall deliver to the Company (or its designated agent), no later than five (5) Business Days prior to the proposed closing date for the Put Sale, the certificate or certificates, if any, representing the Shares of such Put Participant to be included in the Put Sale, together with a limited power-of-attorney authorizing the Put Seller to Transfer such Shares on the terms set forth in the Put Notice or, in the case of Shares held in book-entry form or through direct registration, shall make other delivery arrangements reasonably satisfactory to the Company. Delivery of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) Response Notice shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days constitute an irrevocable acceptance of the date Put Offer by such Put Participants; provided that in the event that there is a material change of the Put Offer, the Put Seller shall give written notice of such change to each Put Participant, and each Put Participant shall have the right to revoke its election to participate in the Put Sale by providing written notice to the Company within five (5) Business Days of receiving the notice of the Equity Plan Member’s intent change in terms. (e) If, at the termination of the Put Notice Period, a Shareholder shall not have elected to require participate in the Company Put Sale, such Shareholder shall be deemed to purchase have waived its rights under this Section 2.1 with respect to the Equity Plan Call Units is delivered Transfer of its Shares pursuant to Section 12.2(bsuch Put Sale; provided that in the event that there is a material change to the terms of the Put Offer, the Put Seller shall give written notice of such change to each such Shareholder and each such Shareholder shall have the right to participate in the Put Sale by providing written notice to the Put Seller within ten (10) Business Days after its receipt of the notice of change of terms. (f) The Put Seller shall Transfer, on behalf of itself and any Put Participant, the Shares subject to the Put Offer and elected to be Transferred at the same time and on the same terms and conditions as set forth in the Put Notice within 90 calendar days after the last day of the Put Notice Period (which 90 calendar day period shall be extended if any of the transactions contemplated by the Put Offer are subject to regulatory approval until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 calendar days after the last day of the Put Notice Period). At . (g) Concurrently with the Equity Plan consummation of the Put ClosingSale, (1i) the Put Seller shall notify the Put Participants thereof (including identifying the manner of delivery for any non-cash consideration) and (ii) the total consideration due to each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as Participant shall be reasonably requested by remitted to such party, with the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear cash portion of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) purchase price paid by wire transfer of immediately available funds equal to at least twenty percent (20%) in accordance with the wire transfer instructions in the applicable Put Response Notices. Promptly after the consummation of such purchase price and by delivery of a promissory note in Put Sale, the principal amount Put Seller shall furnish such other evidence of the balance completion and the date of completion of such purchase price issued Transfer and the terms thereof as may be reasonably requested by the Company for the benefit of the Put Participants. (in form and substance satisfactory to h) If, at the Board) bearing interest at a rate end of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on 90 calendar day period immediately following the first last day of the fiscal quarter following Put Notice Period (or such longer period as extended under Section 2.1(f) hereto), the fiscal quarter in which Put Seller has not completed the closing occurs, Transfer of all such Shares at the same time and continuing on the first day same terms and conditions as set forth in the Put Notice, or such earlier time as the Put Seller has determined not to consummate the Put Sale, (i) the Company (or its designated agent) shall return to each Put Participant, to the extent previously provided, the limited power-of-attorney (and all copies thereof) together with all Shares, including the certificates representing the Shares, if any, that such Put Participant delivered for Transfer pursuant to this Section 2.1 and any other documents executed by the Put Participants in connection with the proposed Put Sale and (ii) the Put Seller shall not conduct any such Transfer of Shares prior to the return to each succeeding fiscal quarter until fully paidPut Participant of all documents referred to in clause (i) and without again complying with this Section 2.1. (i) Notwithstanding anything contained in this Section 2.1, there shall be no liability on the part of the Put Seller to the Put Participants if the Transfer of Shares pursuant to this Section 2.1 is not consummated for any reason. Whether to effect a Transfer of Shares pursuant to this Section 2.1 by the Put Seller, or to terminate any such transaction prior to consummation, is in the sole and absolute discretion of the Put Seller. (j) For purposes of this Article 2, (i) any increase to the price payable in connection with any Put Offer shall be deemed to be a material change only if such increase is more than five percent (5%) and (ii) any decrease to the price payable in connection with any Put Offer shall be deemed to be a material change. (k) The rights and obligations of the parties hereto under this Section 2.1 and Section 2.2 below (i) shall not be applicable if a Drag-Along Right is exercised and consummated in accordance with Section 2.3 and Section 2.4 below and (ii) shall terminate upon the First Public Offering. For the avoidance of doubt, the rights and obligations of the parties hereto under this Section 2.1 and Section 2.2 below shall apply if a Drag-Along Right is exercisable but is not exercised or is withdrawn, or a Drag-Along Sale is otherwise not consummated for any reason.