Common use of Put Rights Clause in Contracts

Put Rights. (a) Zummo, at any time, shall havx xxx right, but not the obligation, to put to the Investor, a number of shares of Stock owned by Zummo not to exceed in Aggregaxx Xalue (i) $2,000,000 less (ii) the gross proceeds of sales under clause (x), (y) or (z) of Section 3. Zummo shall exercise such put xx xroviding a written notice (the "Put Notice") to the Investor at least twelve (12) days before date of sale. The Investor shall then have the obligation to buy the number of shares specified in the Put Notice at the Aggregate Value set forth in the Put Notice. The Investor shall fulfill its obligations under this Section 6 on the date of sale set forth in the Put Notice; provided, however that Investor shall have no such obligation at any time when the Value at the time of the Put Notice is less than $3 per share of Stock. A Transfer by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject to the provisions of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3. (b) As used herein, "Value" means, with respect to a share of Stock, (A) if the shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of the last reported closing bid and asked quotation per share for the shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers and the average of the lowest bid and highest asked quotation); and (D) in the absence of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value multiplied by the number of shares of Stock to be sold to the Investor pursuant to this Section 6.

Put Rights. (a) ZummoAt any time on or after the occurrence of a Put Trigger Event (as defined in the Investor Rights Agreement), the New Shareholders and any other holder of Common Shares shall each have the right to require the Old Shareholder to purchase all or any Common Shares held by the New Shareholder or such holder at any timethe Put Price determined as provided below (the "Put Right") by delivering a written notice to the Old Shareholder specifying the amount of securities to be purchased (the "Put Notice"). Upon receipt of the Put Notice, the Old Shareholder shall havx xxx give written notice of the exercise of the Put Right to each other holder of Common Shares, and each such other holder shall have the right, but not the obligationwithin ten days after receipt of such notice, to put to participate in such exercise of the Investor, a number of shares of Stock owned Put Right by Zummo not to exceed in Aggregaxx Xalue (i) $2,000,000 less (ii) the gross proceeds of sales under clause (x), (y) or (z) of Section 3. Zummo shall exercise such put xx xroviding delivering a written notice (the "Put Participation Notice") to the Investor Company specifying the amount of securities to be purchased. All securityholders of the Company (including, as the case may be, any New Shareholder) participating in the exercise of the Put Right are referred to herein as the "Participating Holders." The Old Shareholder shall use his best efforts to honor the Put Right. At such time as a majority in interest of the New Shareholders and any other holder of Common Shares have exercised the Put Right under Section 2.7, all Common Shares then outstanding shall be repurchased by the Old Shareholder at least twelve the price and upon the terms and conditions specified in this Section 3 for Participating Holders exercising their Put Right. (12b) Upon the delivery of the Put Notice, the Old Shareholder and the Participating Holders shall in good faith promptly determine the Put Price as provided hereunder, and within ten (10) days before date after the determination of sale. The Investor the Put Price the Old Shareholder shall then have purchase and the obligation to buy Participating Holders shall sell the number amount of shares securities specified in the Put Notice and, as applicable, each Participation Notice, at a mutually agreeable time and place (the Aggregate Value set forth in "Put Closing"). At the Put Notice. The Investor Closing, each Participating Holder shall fulfill its obligations under this Section 6 on deliver to the date Old Shareholder certificates representing such holder's Common Shares to be purchased by the Old Shareholder, free and clear of sale set forth all Liens and Encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and the Old Shareholder shall deliver to each such Participating Holder the Put Notice; provided, however that Investor shall have no Price payable to such obligation at any time when the Value at the time Participating Holder as determined pursuant to paragraph (c) immediately below. All amounts of the Put Notice is less than $3 per share Price shall be paid by cashiers or certified check or wire transfer of Stock. A Transfer immediately available funds to an account designated by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject to the provisions of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3each such Participating Holder. (bc) As used hereinThe Common Shares to be purchased by the Old Shareholder from each Participating Holder pursuant to the Put Right shall be purchased at a price (the "Put Price") equal to the product of (i) the Market Value (as defined below) of the Company, "Value" means, with respect to multiplied by (ii) a share of Stock, (A) if the shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Marketfraction, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average numerator of the last reported closing bid and asked quotation per share for the shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation which shall be obtained from two market makers the number of each such Participating Holder's shares to be purchased and the average denominator of the lowest bid and highest asked quotation); and (D) in the absence of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value multiplied by the total number of shares of Common Stock then outstanding and the total number of shares of Common Stock issuable upon conversion, exercise or exchange of all In-the-Money Options and Securities (as defined in the Investor Rights Agreement) as of the date the Put Price is determined hereunder. Notwithstanding the foregoing, the "Put Price" attributable to any Common Shares shall be sold equal to the Investor lesser of (x) the Put Price otherwise determined with respect thereto pursuant to this Section 6.the immediately preceding sentence and (y) the purchase price of such Common Shares under the

Put Rights. (a) Zummo, at At any time, shall havx xxx rightand from time to time, but not the obligationcommencing December 30, to put 2003, a Purchaser may, by notice to the Investor, Company and to the other Purchasers (a number of shares of Stock owned by Zummo not to exceed in Aggregaxx Xalue (i) $2,000,000 less (ii) the gross proceeds of sales under clause (x), (y) or (z) of Section 3. Zummo shall exercise such put xx xroviding a written notice (the "Put Notice") elect to require the Company (subject to the Investor conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at least twelve a price equal to the Fair Market Value (12as defined below) days before determined as of the date of salethe Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all of such Common Stock and Series B Shares at the Fair Market Value. The Investor In the event that the Fair Market Value is less than the price at which such Purchaser is willing to Put such Common Stock and Series B Shares, then, within 30 days after the date of the determination of Fair Market Value, the Purchaser may withdraw such Put Notice and the obligations of the Purchaser and the Company pursuant to this Section 1.1 with respect to such Put shall then be terminated. During the thirty (30) day period following the delivery of any Put Notice, each Purchaser shall have the obligation right to buy exercise a Put on equal priority with the number of shares specified in Purchaser who delivered the Put Notice at the Aggregate Value set forth in the Put Notice. The Investor shall fulfill its obligations under this Section 6 on the date of sale set forth in the Put Notice; provided, however that Investor shall have no initiating such obligation at any time when the Value at the time of the Put Notice is less than $3 per share of Stock. A Transfer process with respect to all Common Stock and Series B Shares owned by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject to the provisions of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3such Purchaser. (b) The Company's obligations with respect to a Put(s) shall be limited to the extent of its 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 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 efforts, after a period of 90 days following the determination of Fair Market Value as of the date of the initiating Put 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 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 Agreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, together with assignments separate from certificates, which are undated and have been executed by the Company, and shall be delivered to the Purchaser, together with a pledge agreement executed by the Company in substantially the form of Exhibit II attached to this Agreement and the Promissory Note, at the Closing of such Put. (c) The closing of any Put transaction shall take place on a date (such date 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 Common Stock and Series B Shares to be purchased pursuant to a Put by wire transfer to the 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 Common 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) As used herein, "Value" meansthe following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), with respect in the event of a sale of the Company and its Subsidiaries pursuant to an active marketing process, less any indebtedness of the Company and its Subsidiaries for borrowed money. Fair Market Value of a share of Stock, (A) if Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and outstanding shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of Common Stock of the last reported closing bid and asked quotation per share for Company on a fully diluted basis (including the shares as reported on the National Association conversion of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national all securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers convertible into Common Stock and the average exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall mean the lowest bid and highest asked quotation); and (D) in the absence Fair Market Value of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value Common Stock multiplied by the number of shares of Common Stock to be sold to the Investor pursuant to this Section 6into which such Series B Share is then convertible.

Put Rights. (a) Zummo, at any time, shall havx xxx right, but If the Purchased Preferred Shares are not the obligation, to put to the Investor, a number of converted into shares of Common Stock owned by Zummo not within one year of the Closing Date, each Purchaser has the right to exceed in Aggregaxx Xalue require the Company to repurchase its Purchased Preferred Shares (ithe “Put Right”) $2,000,000 less at a price equal to 120% of the Original Purchase Price (ii) the gross proceeds of sales under clause (x“Put Price”). In the event that a Purchaser elects to exercise its Put Right, (y) or (z) of Section 3. Zummo shall exercise such put xx xroviding a Purchaser must give written notice (the "“Put Notice"”) to the Investor at least twelve Company within thirty (1230) days before date following the first anniversary of salethe Closing Date. Upon the Company’s receipt of the Put Notice, the Company shall be obligated to repurchase the appropriate portion of the Purchased Preferred Shares owned by such Purchaser (the “Put Preferred Shares”) at the Put Price. Such repurchase shall take place on the 40th Business Day following the Closing Date, or such other time as such parties shall mutually agree to in writing. The Investor shall then have payment of the obligation to buy consideration for the number repurchase of shares specified in the Put Notice at Preferred Shares shall be made in immediately available funds by wire transfer to the Aggregate Value set forth account specified by the Purchaser in the Put Notice. The Investor Upon the Company’s payment hereunder, the Company’s obligations with respect to the repurchased Put Preferred Shares shall fulfill terminate. Such Purchaser who exercises its obligations under this Section 6 on Put Right agrees to take all reasonable action to assist the date of sale set forth Company in the Put Notice; provided, however that Investor shall have no such obligation at any time when the Value at the time repurchase of the Put Notice is less than $3 per share Preferred Shares, including the delivery of Stock. A Transfer by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject the certificates representing such repurchased Put Preferred Shares to the provisions Company or to the Company’s stock transfer agent. This Put Right is non-transferable and shall only apply to the Purchasers signatory hereto up to the respective amounts of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3. (b) As used herein, "Value" means, with respect to a share of Stock, (A) if the shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share each Purchaser’s Commitment Amount as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of the last reported closing bid and asked quotation per share for the shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers and the average of the lowest bid and highest asked quotation); and (D) in the absence of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value multiplied by the number of shares of Stock to be sold to the Investor pursuant to this Section 6Schedule 2.1 attached hereto.

Put Rights. (a) Zummo, at At any time, shall havx xxx rightand from time to time, but not the obligationcommencing December 30, to put 2003, a Purchaser may, by notice to the Investor, Company and to the other Purchasers (a number of shares of Stock owned by Zummo not to exceed in Aggregaxx Xalue (i) $2,000,000 less (ii) the gross proceeds of sales under clause (x), (y) or (z) of Section 3. Zummo shall exercise such put xx xroviding a written notice (the "Put Notice") elect to require the Company (subject to the Investor conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at least twelve a price equal to the Fair Market Value (12as defined below) days before determined as of the date of salethe Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all of such Common Stock and Series B Stock at the Fair Market Value. The Investor In the event that the Fair Market Value is less than the price at which such Purchaser is willing to Put such Common Stock and Series B Shares then, within 30 days after the date of the determination of Fair Market Value, the Purchaser may withdraw such Put Notice and the obligations of the Purchaser and the Company pursuant to this Section 1.1 with respect to such Put shall then be terminated. During the thirty (30) day period following the delivery of any Put Notice, each Purchaser shall have the obligation right to buy exercise a Put on equal priority with the number of shares specified in Purchaser who delivered the Put Notice at the Aggregate Value set forth in the Put Notice. The Investor shall fulfill its obligations under this Section 6 on the date of sale set forth in the Put Notice; provided, however that Investor shall have no initiating such obligation at any time when the Value at the time of the Put Notice is less than $3 per share of Stock. A Transfer process with respect to all Common Stock and Series B Shares owned by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject to the provisions of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3such Purchaser. (b) The Company's obligations with respect to a Put(s) shall be limited to the extent of its 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 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 efforts, after a period of 90 days following the determination of Fair Market Value as of the date of the initiating Put 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 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 Agreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, together with assignments separate from certificates, which are undated and have been executed by the Company, and shall be delivered to the Purchaser, together with a pledge agreement executed by the Company in substantially the form of Exhibit II attached to this Agreement and the Promissory Note, at the Closing of such Put. (c) The closing of any Put transaction shall take place on a date (such date 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 Common Stock and Series B Shares to be purchased pursuant to a Put by wire transfer to the 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 Common 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) As used herein, "Value" meansthe following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), with respect in the event of a sale of the Company and its Subsidiaries pursuant to an active marketing process, less any indebtedness of the Company and its Subsidiaries for borrowed money. Fair Market Value of a share of Stock, (A) if Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and outstanding shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of Common Stock of the last reported closing bid and asked quotation per share for Company on a fully diluted basis (including the shares as reported on the National Association conversion of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national all securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers convertible into Common Stock and the average exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall mean the lowest bid and highest asked quotation); and (D) in the absence Fair Market Value of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value Common Stock multiplied by the number of shares of Common Stock to be sold to the Investor pursuant to this Section 6into which such Series B Share is then convertible.

Put Rights. For a period of five (a5) Zummobusiness days after the Conversion Date with respect to a Transaction-Based Mandatory Conversion, at any timethe holders of the Class A Common Stock received in such Mandatory Conversion, or the securities or other property thereafter received in exchange for such Class A Common Stock as a result of the consummation of the transaction or transactions that satisfied the Transaction-Based Mandatory Conversion Conditions, shall havx xxx have the right, but not by written notice to the obligationCompany or any successor thereto, to put cause the Company or any successor thereto to purchase from such holders some or all of such Class A Common Stock or securities or other property at a price equal to the InvestorApplicable Redemption Price for the Series A Preferred Stock converted into such Class A Common Stock in effect at such Conversion Date, a number plus accrued interest at an annual rate of shares the greater of Stock owned by Zummo not to exceed in Aggregaxx Xalue (i) $2,000,000 less six percent (6%) or (ii) LIBOR (determined as of the date of notice to purchase) plus 400 basis points, since the date of the notice to purchase to Company. If the holders exercise such right, the Company must consummate such purchase and pay the full Applicable Redemption Price plus the accrued interest no later than one hundred and eighty (180) days after receipt of such notice from such holders, failing in which shall be considered a “Put Default” and such holders shall be entitled to the rights and remedies set forth in the following sentence (with the default interest accruing on both the Applicable Redemption Price and the accrued interest), together with any other rights and remedies at law or in equity. Upon and during the continuation of a Put Default, (i) the aggregate unpaid Applicable Redemption Price and the accrued interest shall bear interest at a per annum rate of twelve percent (12%) until such Applicable Redemption Price and the accrued interest (plus accumulated accrued default interest) are paid in full, (ii) the gross proceeds of sales under clause (x), (y) or (z) of Section 3. Zummo Company shall exercise such put xx xroviding a written notice (the "Put Notice") be liable to the Investor at least twelve (12) days before date holders of sale. The Investor shall then have the obligation to buy the number Series A Preferred Stock for their reasonable costs of shares specified in addressing the Put Notice Default, including the reasonable out of pocket fees and expenses of their attorneys, and (iii) any holder of Series A Preferred Stock may at any time and from time to time judicially enforce its right to be paid to the Aggregate Value set forth in fullest extent that the Put NoticeCompany may lawfully pay the Applicable Redemption Price and the accrued interest (plus accumulated accrued default interest). The Investor shall fulfill its obligations Notwithstanding any other provision of this Certificate of Designation, any default interest accrued and owing under this Section 6 on the date of sale set forth 9 shall be paid all in the Put Notice; provided, however that Investor shall have no such obligation at any time when the Value at the time of the Put Notice is less than $3 per share of Stockcash. A Transfer by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject Upon and as a condition to the provisions consummation of Section 3 hereof but any transaction or transactions that satisfy the Transaction-Based Mandatory Conversion Conditions, the Company shall reduce the amount that can be sold under clause (y) of Section 3. (b) As used herein, "Value" means, cause any acquiring party with respect to a share such transaction or transactions to specifically assume the obligations of Stock, (A) if the shares are listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of the last reported closing bid and asked quotation per share for the shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers and the average of the lowest bid and highest asked quotation); and (D) in the absence of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value multiplied by the number of shares of Stock to be sold to the Investor pursuant to this Section 69.

Put Rights. (1) If the SEC Effective Date has not occurred on or prior to the number of days after the Closing Date set forth below and the Trustee has received written confirmation from Abgenix that the SEC Effective Date has not occurred, from and after the following dates, each Beneficiary shall have the right to put up to the following percentages (inclusive of any prior puts by such holder) of such Beneficiary's initial number of Company Special Shares to Abgenix for cash at the Purchase Price per Share for each Company Special Share held by such Beneficiary (the "Cash Put Right"): Number of Calendar Days Maximum after the Closing Date Put 100 50% 145 75% 190 100% (2) A Beneficiary shall be entitled to instruct the Trustee to exercise the Cash Put Right with respect to all or any part of the Company Special Shares registered in the name of such Beneficiary on the books of the Company. To cause the exercise of the Cash Put Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Vancouver or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Company Special Shares which such Beneficiary desires Abgenix to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Company Special Shares under the Act and the memorandum and articles of association of the Company and such additional documents and instruments as the Trustee, the Company and Abgenix may reasonably require together with (a) Zummoa duly completed form of notice of exercise of the Cash Put Right, at any time, shall havx xxx right, but not contained on the obligation, to put reverse of or attached to the InvestorCompany Special Share certificates, a number of shares of Stock owned by Zummo not to exceed in Aggregaxx Xalue stating (i) $2,000,000 less that the Beneficiary thereby instructs the Trustee to exercise the Cash Put Right so as to require Abgenix to purchase from the Beneficiary the number of Company Special Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Company Special Shares to be acquired by Abgenix free and clear of all liens, claims and encumbrances, and (iii) the gross proceeds names and addresses of sales under clause the persons to whom the cash consideration for the Company Special Shares being put to Abgenix should be delivered and (x)b) payment (or evidence satisfactory to the Trustee, (y) or (zthe Company and Abgenix of payment) of the taxes (if any) payable as contemplated by Section 5.10 of this Agreement. If only a part of the Company Special Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Abgenix under the Cash Put Right, a new certificate for the balance of such Company Special Shares shall be issued to the holder at the expense of Abgenix. (3. Zummo ) During the period between the ninety-sixth (96th) day after the Closing Date and March 31, 2002, and upon receipt of the instruction from a Beneficiary as set forth in Section 5.16(2) of this Agreement, Trustee shall exercise such put xx xroviding give Abgenix a written notice of exercise of the Cash Put Right (the "Put Election Notice"). The Put Election Notice shall include a proposed closing date which shall not be less than five (5) Business Days after the delivery thereof. On or before such closing date, Abgenix shall, upon the execution of such documentation and such procedures reasonably requested by Abgenix to effectuate the transfer of the subject Company Special Shares to Abgenix, deliver to Trustee in immediately available funds the relevant purchase price for the Company Special Shares being put to Abgenix. The Cash Put Right shall terminate and shall be of no force or effect on the earlier of (a) the SEC Effective Date and (b) March 31, 2002 ("Put Termination Date"), and Abgenix shall be released from any and all liabilities and obligations with respect to the Investor at least twelve (12) days before date of sale. The Investor shall then have the obligation to buy the number of shares specified in Cash Put Right from the Put Notice at the Aggregate Value set forth Termination Date. (4) Abgenix may elect, in the Put Notice. The Investor shall its sole discretion, to fulfill its obligations under this Section 6 on 5.16 itself, or through Abgenix Canada. In the date event that Abgenix Canada is the party fulfilling the obligations of sale set forth Abgenix under this Section 5.16, the term "Abgenix" as used in the Put Noticethis Section 5.16 shall include, as appropriate, Abgenix Canada; provided, however that Investor however, Abgenix shall have no such obligation at any time when the Value at the time of the Put Notice is less than $3 per share of Stock. A Transfer by Zummo of Stock pursuant to thix Xxxtion 6 shall not be subject liable to the provisions of Section 3 hereof but shall reduce the amount that can be sold under clause (y) of Section 3. (b) As used herein, "Value" means, with respect to a share of Stock, (A) if the shares are listed or admitted Trustee and Beneficiaries for trading on any national securities exchange or included default in The Nasdaq National Market or Nasdaq SmallCap Market, the last reported sales price per share as reported on such exchange or market; (B) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market, the average of the last reported closing bid and asked quotation per share for the shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such information; (C) if the shares are not listed or admitted for trading on any national securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted performance by NASDAQ, the average of the last reported bid and asked quotation per share for the shares as quoted by a market maker in the shares (or if there is more than one market maker, the bid and asked quotation shall be obtained from two market makers and the average of the lowest bid and highest asked quotation); and (D) in the absence of any such listing or trading, the Board shall determine in good faith the per share fair value of the Stock, which determination shall be set forth in a certificate of the Secretary of the Corporation. In each case, the determination of Value shall be based on the twenty (20) trading day average, ending on the day before the day of the Put Notice. In no event shall the Value be in excess of $14 per share of Stock. As used herein, "Aggregate Value" means Value multiplied by the number of shares of Stock to be sold Abgenix Canada to the Investor pursuant to this Section 6extent Abgenix Canada cannot or does not meet its obligations.