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. (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 mayUpon termination of a Management Investor's employment, consultancy or directorship with Packard or any of its subsidiaries due to death, Disability, Retirement of the Management Investor or due to the circumstances described in hisclause (b) of the definition of Involuntary Termination with respect to such Management Investor (any of the foregoing, her or its sole discretiona "Put Event") in each case prior to the earlier of an Initial Public Offering and the tenth anniversary of the Closing, elect to such Management Investor and his Permitted Transferees shall have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested right (the “Qualifying Equity Plan "Put Units”Right"), exercisable by delivery of a written notice (the "Put Notice") under to Packard within a period of 180 calendar days after the following circumstances: date of occurrence of the Put Event (i) subject to extension for up to three months in the event that Packard is legally prohibited or contractually prohibited, by virtue of its, or any of its subsidiaries', debt or other contractual obligations, from honoring a Put Right) (the Equity Plan Member ceases "Put Notice Period"), to require Packard to purchase all, but not less than all, of the Management Shares owned by such Management Investor or his or her Permitted Transferees (the "Put Shares") and all vested options to purchase Shares held by such Management Investor or Management Investor's Permitted Transferees (the "Put Options") on the date of the occurrence of the Put Event at a price per Put Share or Put Option equal to the Share Put Price (as defined below) or Option Put Price (as defined below), respectively, and upon receipt of such notice Packard shall purchase such Put Shares and Put Options, subject to the terms hereof. For purposes of this Section 3.1, the term "Share Put Price" shall mean the Fair Value Price of the Put Shares on the date of occurrence of such Put Event, all calculations described in this sentence to be an employee made on a per Share basis. For purposes of this Section 3.1, the term "Option Put Price" of any Put Options sold pursuant to the exercise of the CompanyPut Right shall mean the product of the number of Shares issuable upon exercise of a Management Investor's then-vested Put Options times the difference, but only if positive (if negative such price shall be equal to zero), between (i) the extent permitted by, Share Put Price 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 price 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 PriceOption. (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 At any time, and from time to time, commencing December 30, 2003, a Purchaser may, in his, her or its sole discretion, by notice to the Company and to the other Purchasers (a "Put Notice") elect to have require the Company (subject to the conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at a price equal to the Fair Market Value (as defined below) determined as of the date of the Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all or a portion of his, her or its Equity Plan Units that are Vested (such Common Stock and Series B Shares at the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in Fair Market Value. In the event that the Equity Plan Member ceases Fair Market Value is less than the price at which such Purchaser is willing to be an employee Put such Common Stock and Series B Shares, then, within 30 days after the date of the Company, but only to the extent permitted by, and subject todetermination of Fair Market Value, the terms Purchaser may withdraw such Put Notice and conditions the obligations of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Purchaser and the Company pursuant to this Section 1.1 with respect to such Put shall be terminated. During the thirty (30) day period following the delivery of any agreement between Put Notice, each Purchaser shall have the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases right to be associated in any capacity exercise a Put on equal priority with the Company or any Affiliate of Purchaser who delivered the Company in connection Put Notice initiating such process with a change in Control of Radio One; and (iv) as permitted respect to all Common Stock and Series B Shares owned by and in accordance with the terms and conditions of the applicable Award Agreementsuch Purchaser. (b) If an Equity Plan Member elects The Company's obligations with respect to exercise his, her or a Put(s) shall be limited to the extent of its right to cause funds legally available for the purchase of capital stock of the Company. In the event that the Company is so limited in its ability to purchase fulfill any Put, the Company will use its reasonable efforts to arrange financing on commercially reasonable terms and conditions in an amount sufficient to enable it to fulfill its obligations in respect of all Common Stock and Series B Shares Put by Purchasers during the 30 day period following delivery of the initiating Put Notice. If, notwithstanding such Member’s Qualifying Equity Plan efforts, after a period of 90 days following the determination of Fair Market Value as of the date of the initiating Put Units Notice, the Company is unable to acquire for cash all of the Common Stock and Series B Shares which have been Put, then the Company shall issue to each Purchaser who has Put Common Stock and Series B Shares a Promissory Note of the Company in accordance the original principal amount equal to the Fair Market Value of the Common Stock and Series B Shares so Put which the Company is unable to acquire for cash (prorating the cash to be paid and principal amount of Promissory Notes to be delivered based upon the number of shares (calculated on an as converted and/or as exercised basis) Put by each Purchaser as compared to the total number of shares Put by all Purchasers). Any such promissory note shall bear interest at the rate per annum equal to the then prevailing rate for three year U.S. Treasury obligations plus 500 basis points on the outstanding principal amount thereof, shall be mandatorily prepayable out of excess cash flow of the Company and its subsidiaries on a consolidation basis, and shall mature on the third anniversary of the Put Notice applicable thereto. Such Promissory Note shall contain such subordination provisions as the Company's senior lenders shall reasonably request. The Promissory Note shall be secured by a pledge of the securities with respect to which the Put has been exercised. The Promissory Note shall be substantially in the form of Exhibit I attached to this Article XIIAgreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, it shall provide written notice thereof to together with assignments separate from certificates, which are undated and have been executed by the Company, which notice and shall include be delivered to the number Purchaser, together with a pledge agreement executed by the Company in substantially the form of Qualifying Equity Plan Put Units Exhibit II attached to be purchased (the “Equity Plan Put Units”) this Agreement and the basis on which Promissory Note, at the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveClosing of such Put. (c) The fair market value closing of each Equity Plan any Put Unit transaction shall take place on a date (such pricedate to be as soon as practicable after the Valuation has been delivered) and at the offices of the Company. The Company, will pay for the “Equity Plan Common Stock and Series B Shares to be purchased pursuant to a Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect by wire transfer to the determination Purchaser to the extent provided above, and, if required pursuant to subparagraph (b) above by delivery of a Promissory Note duly executed by the Company. The Company, will be entitled to receive customary representations and warranties from the Purchaser regarding the sale of the Equity Plan Call Unit PriceCommon Stock and Series B Shares including a representation that the Purchaser has good and marketable title to the Common Stock and Series B Shares to be transferred free and clear of all liens, claims and other encumbrances. (d) The closing As used herein, the following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the purchase Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), in the event of a sale of the Equity Plan Put Units Company and its Subsidiaries pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board butan active marketing process, in less any event, within one hundred twenty (120) days indebtedness 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 its Subsidiaries for borrowed money. Fair Market Value of a share of Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and warrant that such Equity Plan Put Units are being transferred free and clear outstanding shares of liens, encumbrances and interests or rights Common Stock of other Persons, and (2) the Company on a fully diluted basis (including the conversion of all securities convertible into Common Stock and the exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to mean the Equity Plan Put Unit Price Fair Market Value of a share of Common Stock multiplied by the number of Equity Plan Put Units being sold by shares of Common Stock into which 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 paidSeries B Share is then convertible.

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 At any time, and from time to time, commencing December 30, 2003, a Purchaser may, in his, her or its sole discretion, by notice to the Company and to the other Purchasers (a "Put Notice") elect to have require the Company (subject to the conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at a price equal to the Fair Market Value (as defined below) determined as of the date of the Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all or a portion of his, her or its Equity Plan Units that are Vested (such Common Stock and Series B Stock at the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in Fair Market Value. In the event that the Equity Plan Member ceases Fair Market Value is less than the price at which such Purchaser is willing to be an employee Put such Common Stock and Series B Shares then, within 30 days after the date of the Company, but only to the extent permitted by, and subject todetermination of Fair Market Value, the terms Purchaser may withdraw such Put Notice and conditions the obligations of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Purchaser and the Company pursuant to this Section 1.1 with respect to such Put shall be terminated. During the thirty (30) day period following the delivery of any agreement between Put Notice, each Purchaser shall have the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases right to be associated in any capacity exercise a Put on equal priority with the Company or any Affiliate of Purchaser who delivered the Company in connection Put Notice initiating such process with a change in Control of Radio One; and (iv) as permitted respect to all Common Stock and Series B Shares owned by and in accordance with the terms and conditions of the applicable Award Agreementsuch Purchaser. (b) If an Equity Plan Member elects The Company's obligations with respect to exercise his, her or a Put(s) shall be limited to the extent of its right to cause funds legally available for the purchase of capital stock of the Company. In the event that the Company is so limited in its ability to purchase fulfill any Put, the Company will use its reasonable efforts to arrange financing on commercially reasonable terms and conditions in an amount sufficient to enable it to fulfill its obligations in respect of all Common Stock and Series B Shares Put by Purchasers during the 30 day period following delivery of the initiating Put Notice. If, notwithstanding such Member’s Qualifying Equity Plan efforts, after a period of 90 days following the determination of Fair Market Value as of the date of the initiating Put Units Notice, the Company is unable to acquire for cash all of the Common Stock and Series B Shares which have been Put, then the Company shall issue to each Purchaser who has Put Common Stock and Series B Shares a Promissory Note of the Company in accordance the original principal amount equal to the Fair Market Value of the Common Stock and Series B Shares so Put which the Company is unable to acquire for cash (prorating the cash to be paid and principal amount of Promissory Notes to be delivered based upon the number of shares (calculated on an as converted and/or as exercised basis) Put by each Purchaser as compared to the total number of shares Put by all Purchasers). Any such promissory note shall bear interest at the rate per annum equal to the then prevailing rate for three year U.S. Treasury obligations plus 500 basis points on the outstanding principal amount thereof, shall be mandatorily prepayable out of excess cash flow of the Company and its subsidiaries on a consolidation basis, and shall mature on the third anniversary of the Put Notice applicable thereto. Such Promissory Note shall contain such subordination provisions as the Company's senior lenders shall reasonably request. The Promissory Note shall be secured by a pledge of the securities with respect to which the Put has been exercised. The Promissory Note shall be substantially in the form of Exhibit I attached to this Article XIIAgreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, it shall provide written notice thereof to together with assignments separate from certificates, which are undated and have been executed by the Company, which notice and shall include be delivered to the number Purchaser, together with a pledge agreement executed by the Company in substantially the form of Qualifying Equity Plan Put Units Exhibit II attached to be purchased (the “Equity Plan Put Units”) this Agreement and the basis on which Promissory Note, at the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveClosing of such Put. (c) The fair market value closing of each Equity Plan any Put Unit transaction shall take place on a date (such pricedate to be as soon as practicable after the Valuation has been delivered) and at the offices of the Company. The Company, will pay for the “Equity Plan Common Stock and Series B Shares to be purchased pursuant to a Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect by wire transfer to the determination Purchaser to the extent provided above, and, if required pursuant to subparagraph (b) above by delivery of a Promissory Note duly executed by the Company. The Company, will be entitled to receive customary representations and warranties from the Purchaser regarding the sale of the Equity Plan Call Unit PriceCommon Stock and Series B Shares including a representation that the Purchaser has good and marketable title to the Common Stock and Series B Shares to be transferred free and clear of all liens, claims and other encumbrances. (d) The closing As used herein, the following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the purchase Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), in the event of a sale of the Equity Plan Put Units Company and its Subsidiaries pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board butan active marketing process, in less any event, within one hundred twenty (120) days indebtedness 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 its Subsidiaries for borrowed money. Fair Market Value of a share of Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and warrant that such Equity Plan Put Units are being transferred free and clear outstanding shares of liens, encumbrances and interests or rights Common Stock of other Persons, and (2) the Company on a fully diluted basis (including the conversion of all securities convertible into Common Stock and the exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to mean the Equity Plan Put Unit Price Fair Market Value of a share of Common Stock multiplied by the number of Equity Plan Put Units being sold by shares of Common Stock into which 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 paidSeries B Share is then convertible.

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.