Common use of Put Clause in Contracts

Put. (a) At any time during which the Option is exercisable under this Agreement (the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At the request of Parametric at any time during the period --- during which the Option is exercisable under this Agreement pursuant to Section 2 (the "Repurchase Purchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor Computervision (or any successor entity thereof) and Grantor shall, subject to the limitation set forth in Section 10, purchase from Parametric (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), x) all or any portion of the Option, to the extent not previously exercised, Option at the price set forth in subparagraph (i) below, and/or below or (y) all or any portion of the Shares purchased Option Shares, if any, acquired by Parametric pursuant to the Grantee pursuant theretoOption, at a price set forth in subparagraph (ii) belowthe following price: (i) The purchase price of the Option shall be the difference between the "Market/Tender Offer Price" (as defined below) for shares of Common Stock Computervision Shares as of the date (the "Notice Date") Parametric gives notice of its intent to exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), its rights under this Section 7 and the Purchase Price Exercise Price, multiplied by the number of Option Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee Parametric is exercising its rights under this Section 97), but only if the Market/Tender Offer Price is greater than the Purchase Exercise Price; . For purposes of this subparagraph (iii), "Market/Offer Price" shall mean, as of any date, the higher of (x) the Purchase Price paid by the Grantee for the Shares acquired highest price per share offered as of such date pursuant to any Alternative Transaction which would have entitled Parametric to a payment under Section 7.3(d) of the Option plus Acquisition Agreement and which was initiated prior to such date and not terminated or withdrawn as of such date and (y) the difference between Fair Market Value (as defined below) of the Market/Tender Offer Price and Computervision Shares as of such date. For purposes of this Agreement, the Purchase Price, but only if "Fair Market Value" of the Market/Tender Offer Price is greater than Computervision Shares shall mean the Purchase Price, multiplied by average closing sale price of Computervision Shares on the number New York Stock Exchange during the five (5) trading days ending on the trading day immediately preceding the date Parametric gives notice of Shares so purchased; (b) In the event Grantee exercises its intent to exercise its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates7. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At the request of Parametric at any time during the period --- during which the Option is exercisable under this Agreement pursuant to Section 2 (the "Repurchase Purchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor Computervision (or any successor entity thereof) and Grantor shall, subject to the limitation set forth in Section 10, purchase from Parametric (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), x) all or any portion of the Option, to the extent not previously exercised, Option at the price set forth in subparagraph (i) below, and/or below or (y) all or any portion of the Shares purchased Option Shares, if any, acquired by Parametric pursuant to the Grantee pursuant theretoOption, at a price set forth in subparagraph (ii) belowthe following price: (i) The purchase price of the Option shall be the difference between the "Market/Tender Offer Price" (as defined below) for shares of Common Stock Computervision Shares as of the date (the "Notice Date") Parametric gives notice of its intent to exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), its rights under this Section 7 and the Purchase Price Exercise Price, multiplied by the number of Option Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee Parametric is exercising its rights under this Section 97), but only if the Market/Tender Offer Price is greater than the Purchase Exercise Price; . For purposes of this subparagraph (iii), "Market/Offer Price" shall mean, as of any date, the higher of (x) the Purchase Price paid by the Grantee for the Shares acquired highest price per share offered as of such date pursuant to any Acquisition Transaction which would have entitled Parametric to a payment under Section 7.3(c) of the Option plus Acquisition Agreement and which was initiated prior to such date and not terminated or withdrawn as of such date and (y) the difference between Fair Market Value (as defined below) of the Market/Tender Offer Price and Computervision Shares as of such date. For purposes of this Agreement, the Purchase Price, but only if "Fair Market Value" of the Market/Tender Offer Price is greater than Computervision Shares shall mean the Purchase Price, multiplied by average closing sale price of Computervision Shares on the number New York Stock Exchange during the five (5) trading days ending on the trading day immediately preceding the date Parametric gives notice of Shares so purchased; (b) In the event Grantee exercises its intent to exercise its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates7. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At any time during which the Option is exercisable under this Agreement (the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock If as of the date of this Amendment, McKesson has not realized gross proceeds from the disposition of the Converted Stock (which term includes all Additional Stock issued and delivered or required to be issued and delivered to McKesson as of such date) at least equal to the Guaranteed Return described in Paragraph 2.a of this Amendment, then: i. At the closing of this Amendment, Accentia shall redeem from McKesson 74,907 shares of the Converted Stock for a payment in cash from Accentia of $200,001.69 (the "Notice Date"“Closing Date Redemption Payment”). ii. On June 15, 2008 and thereafter monthly commencing with July, 2008, and in each calendar month thereafter through and including May, 2009, McKesson shall have the right, but not the obligation, to demand that Accentia redeem as many as 40,000 shares of the Converted Stock (the “Shares Redeemed”), and in exchange for each such monthly redemption of 40,000 shares Accentia shall pay to McKesson $106,800 or such lesser amount calculated by multiplying the Shares Redeemed by $2.67 if McKesson demands redemption of fewer than 40,000 shares (each called a “Put Payment”) notice within 3 business days of exercise the applicable demand. Upon receipt of the Put is given payment, McKesson shall within three (3) business days after such payment deliver to Accentia the other party (defined as Shares Redeemed. , or if such shares are uncertificated, deliver the greater of (A) appropriate authorization to Accentia’s registration agent to effect the price per share offered as redemption of the Notice Date pursuant Shares Redeemed, or if such shares are uncertificated, deliver the appropriate authorization to any tender or exchange offer or other Acquisition Proposal which was made prior Accentia’s registration agent to effect the Notice Date and not terminated or withdrawn as redemption of the Notice Date (Shares Redeemed, or if such shares are uncertificated, deliver the "Tender Price") or (B) appropriate authorization to Accentia’s registration agent to effect the average redemption of the closing prices of Shares Redeemed. iii. From and after June, 2009 and in each calendar month thereafter until all Converted Stock has either been redeemed by Accentia or otherwise sold by McKesson, McKesson shall have the right, but not the obligation, to demand that Accentia redeem as many as 80,000 shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price"))Converted Stock, and in exchange for each such monthly redemption of 80,000 shares Accentia shall pay to McKesson $213,600 or such lesser amount calculated by multiplying the Purchase Price multiplied Shares Redeemed by $2.67 if McKesson demands redemption of fewer than 80,000 shares (each of which is also included in the number definition of “Put Payment”) within 3 business days of the applicable demand. Upon receipt of the Put payment, McKesson shall within three (3) business days after such payment deliver to Accentia the Shares purchasable pursuant Redeemed, , or if such shares are uncertificated, deliver the appropriate authorization to Accentia’s registration agent to effect the Option (redemption of the Shares Redeemed. It shall not be required that McKesson own or portion thereof with respect have possession of any Converted Stock in order to which the Grantee is exercising exercise its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid Paragraph 5.a. Each demand by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant McKesson that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as Accentia redeem a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that certain number of shares of Common Converted Stock obtained as described in this Paragraph 5.a shall be in writing and may be mailed, emailed or sent by multiplying facsimile to: Accentia Biopharmaceuticals, Inc. 000 X. Xxxx Park Avenue Suite 350 Tampa FL 33606 Attn: Xxxx Xxxxxx Fax: 000-000-0000 email: xxxx.xxxxxx@xxxxxxxx.xxx Within three (3) business days after receiving good funds from Accentia on account of any Put Payment as set forth herein, McKesson shall deliver the applicable number of shares redeemed by Accentia to the extent McKesson has such Converted Shares in its custody or control to Accentia at the foregoing address, or alternatively shall execute and deliver such other documentation as is reasonable or appropriate to evidence the redemption of Common the Converted Stock in exchange for which the surrendered Agreement a Put Payment was exercisable at the time of delivery of the notice of exercise of the Put made in good funds by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasingAccentia.”

Put. (a) At any time during which prior to the Option is exercisable under this Agreement Expiration Date (the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) ), and Grantor (or such successor entity), shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price;; and (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased;. (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At any time during which the Option is exercisable under this Agreement (the "Repurchase Period"ARepurchase Period@), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"APut@), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "MarketAMarket/Tender Offer Price" Price@ for shares of Common Stock as of the date (the "Notice Date"ANotice Date@) notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price"ATender Price@) or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price"AMarket Price@)), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price"ARepurchase Price@) to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. During (a) At any time during which the Option is exercisable under thirty-day period following the Reference Date or (b) the ten-day period following the announcement of a Liquidation Event or a Deemed Liquidation Event if such announcement precedes the expiration of the period set forth in clause (a) (including, for the avoidance of doubt, if such announcement precedes the Reference Date), NSM shall have the right (the “Put Right”) to require the Company to purchase all (but not less than all) of the collective Interests held by the NSM Members at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the "Repurchase Period"“NSM Capital”), upon demand plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b)) previously made or deemed made to the NSM Members by the GranteeCompany (collectively, the Grantee shall have “NSM Return”); provided, that, if (x) NSM and/or the right Company has acted, or failed to sell to act, in a manner that is a Significant Violation, and (y) the Grantor (Auction Benefits of the License Company are reduced or any successor entity thereof) and Grantor (or eliminated as the result of such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Optiontext. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Significant Violation, to then, upon a complete redemption (including the extent not previously exercised, at receipt by the NSM Members of the full redemption price in cash) of the NSM Members’ Interests as set forth in subparagraph (i) belowSection 11.4, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date Right shall be void and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), unenforceable and the Purchase Price multiplied by the number applicable provisions of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee 11.4 shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliatesgovern. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At any time during which If, on or prior to December 31, 200 , resigns his employment with the Option General Partner, or an Affiliate of the General Partner as the case may be, for Good Reason or is exercisable under this Agreement (the "Repurchase Period"), upon demand terminated by the GranteeGeneral Partner or such Affiliate without Cause, the Grantee shall have the right and option, but not the obligation, to sell to the Grantor (sell, for cash, part or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, Purchased Common Units for an amount equal to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) times (B), where (A) equals the price per share offered as number of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date Purchased Common Units being purchased by Holdings and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by equals $ ; provided that if the number of Shares purchasable pursuant to the Option (Common Units is adjusted as a result of any dividend or portion thereof distribution payable in securities, reclassification, recharacterization or similar event with respect to which Common Units generally, the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; amount in (iiB) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased;shall be increased or decreased appropriately. (b) In The purchase price provided for in paragraph 5(a) above shall be reduced by an amount, if any, by which any distribution made by Holdings with respect to the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days Common Units being purchased by Holdings is in excess of the Notice Dateportion of Holdings’ net income allocated to such Common Units (on an aggregate basis and excluding any Section 754 adjustments) during the period such Common Units are held by , pay but in no event shall the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliatespurchase price be reduced below $0.00. (c) To s option under paragraph 5(a) above shall be exercisable by by giving written notice thereof to Holdings on or before sixty (60) days after the extent that date ceases to be employed by the Grantor General Partner or one of its Affiliates, specifying in such notice of exercise the number of Purchased Common Units will be selling and the time of closing, which time shall not be more than thirty (30) days after the date such notice of exercise is prohibited under applicable law or regulationgiven. The closing shall be held at the principal offices of Holdings. At such closing, shall execute such instruments, documents and agreements as Holdings may reasonably request to properly assign the Common Units being purchased and Holdings shall make payment to of the purchase price; provided, however, holdings may, at its election, pay a portion of the purchase price in cash (but not less than 20% of the purchase price) and the balance in four equal consecutive annual installments commencing one year after the Closing, with interest on the unpaid portion at the Prime Rate in effect from time to time, payable at the time annual installments are payable. As used herein, “Prime Rate” means the base rate posted by at least 75% of the thirty (30) largest banks as published in The Wall Street Journal, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in fullif discontinued, the Grantor shall immediately so notify the Grantee and thereafter deliver prime or cause to be deliveredreference rate as announced by JPMorgan Chase Bank, N.A., from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At any time during which prior to the Option is exercisable under this Agreement Expiration Date (the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) ), and Grantor (or such successor entity), shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price;; and (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased;. (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At The Company and the Purchaser hereby agree that, provided that the Purchaser is not in possession of any time during information that constitutes, or might constitute, material non-public information which the Option is exercisable under this Agreement (the "Repurchase Period"), upon demand was provided by the GranteeCompany, the Grantee shall have the right to sell to the Grantor (any of its Subsidiaries, or any successor entity thereofof their officers, directors, employees, agents or Affiliates, then the Company may, within one (1) and Grantor (or such successor entityTrading Day of the date hereof, shall be obligated to repurchase from the Grantee (the "Put"), put all or any portion of the OptionPurchaser Series 1 Warrants for which a Notice of Exercise has not yet been delivered (such right, a “Put”) to the extent not previously exercisedPurchaser. To exercise this right, at the price Company must deliver to the Purchaser an irrevocable written notice (a “Put Notice”) in substantially the form set forth in subparagraph Exhibit B hereto, indicating therein the portion of unexercised portion of the Purchaser Series 1 Warrants to which such Put Notice applies. If the conditions set forth below for such Put are satisfied from the period from the date of the Put Notice through and including the Put Date (ias defined below), then the Purchaser shall (a) below, and/or all or deliver an executed Notice of Exercise covering any portion of the Shares purchased by the Grantee pursuant thereto, Purchaser Series 1 Warrants subject to such Put Notice at a price set forth in subparagraph 6:30 p.m. (iiNew York City time) below: and (ib) the difference between the "Market/Tender Offer Price" aggregate cash exercise price for shares of Common Stock as of the date (the "Notice Date") notice of such exercise of the Put is given Purchaser Series 1 Warrants to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock bank account set forth on the Nasdaq National Market for Company’s signature page hereto on the ten second (102nd) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days Trading Day after the date on which the Grantor Put Notice is no longer so prohibited; provided thatreceived by the Purchaser (such date and time, the “Put Date”). Any unexercised portion of the Purchaser Series 1 Warrants to which the Put Notice does not pertain will be unaffected by such Put Notice. The parties agree that any Notice of Exercise delivered following a Put Notice which covers less than all of the Purchaser Series 1 Warrants shall first reduce to zero the number of Warrant Shares subject to such Put Notice prior to reducing the remaining Warrant Shares available for purchase under the Purchaser Series 1 Warrants. For example, if (A) the Grantor at any Purchaser Series 1 Warrants then permits the Purchaser to acquire 100 Warrant Shares, (B) a Put Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Put Date the Purchaser tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Put Date the Purchaser will be required to tender a Notice of Exercise with respect to 25 Warrant Shares, (y) the Company, in the time after delivery and manner required under the Purchaser Series 1 Warrants, will have issued and delivered to the Purchaser 50 Warrant Shares in respect of a notice of exercise the exercises following receipt of the Put pursuant Notice, and (z) the Purchaser may, until the Termination Date, exercise the Purchaser Series 1 Warrants for 25 Warrant Shares (subject to Section 9(a) is prohibited under applicable law or regulationadjustment as herein provided and subject to subsequent Put Notices). Subject again to the provisions herein, or as the Company may deliver subsequent Put Notices for any portion of this Warrant for which the Purchaser shall not have delivered a consequence Notice of administrative policyExercise. Notwithstanding anything to the contrary set forth herein, the Company may not deliver a Put Notice of any Purchaser Series 1 Warrant (and any such Put Notice shall be void), unless, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of date on which the Put whether in whole or to Notice is received by the extent of Purchaser through the prohibitionPut Date, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion Company shall have honored in accordance with the terms of such Purchaser Series 1 Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Repurchase Price that the Grantor is not prohibited from delivering Put Date, and (2) deliver a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Grantee as appropriatePurchaser, and (A3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a new Agreement evidencing sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. In addition, the right Company agrees that, after a Put Notice hereunder, in the event that any exercise by the Purchaser of the Grantee Purchaser Series 1 Warrants that would cause the Purchaser to purchase exceed the Beneficial Ownership Limitation in Section 2(e) of the Purchaser Series 1 Warrants, the Company shall only issue such number of Warrant Shares to the Purchaser (as instructed in writing by the Purchaser) that would not cause the Purchaser to exceed the maximum number of shares of Common Stock obtained by multiplying permitted under the number Beneficial Ownership Limitation with the balance of shares of Common Stock for which such Warrant Shares to be held in abeyance until the surrendered Agreement was exercisable at balance (or portion thereof) may be issued in compliance with the time of delivery Beneficial Ownership Limitation. The Purchaser shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered Warrants shall promptly be issued to the Grantee and Purchaser when the denominator of which is Purchaser provides notice that the Repurchase Price, and/or (B), a certificate for Purchaser holds less than the Shares Beneficial Ownership Limitation. Defined terms used in this Section 1 but not defined herein shall have the Grantor is then so prohibited from repurchasingmeanings ascribed to such terms in the Purchaser Series 1 Warrants.

Put. (a) At a. During the Option Term, XxXxxxxx shall be entitled to offer the Option Marks, or any of them, for sale on any terms and conditions, subject to the provisions of this Paragraph 5. If , from time to time during which the Option is exercisable under this Agreement Term, XxXxxxxx desires to sell all or any of the Option Marks, either separately or in combination with all or any other assets of XxXxxxxx or any of its affiliates, XxXxxxxx shall establish a price for the Option Marks which shall not be less than US$3,000,000 (the "Repurchase Offer Price"). XxXxxxxx shall notify MIL of XxXxxxxx'x desire to sell the Option Marks at the Offer Price. For a period of thirty days after MIL's receipt of such notice (the "Offer Period"), upon demand by MIL may elect to exercise the GranteeOption for: (i) a purchase price of US$5,000,000 if the Offer Price is equal to or less than US$5,000,000; (ii) a purchase price equal to the Offer Price if the Offer Price is greater than US$5,000,000 but less than US$9,000,000; or (iii) US$9,000,000 if the Offer Price is equal to or greater than US$9,000,000. b. On or before the expiration of the Offer Period, MIL shall notify XxXxxxxx whether MIL elects to exercise its Option to purchase the Option Marks. If MIL fails to notify XxXxxxxx within the Offer Period whether MIL elects to exercise the Option, MIL shall be deemed to have elected not to exercise the Option. If, during the Offer Period, MIL elects to exercise the Option pursuant to the terms of Paragraph 5.a., MIL shall be required to purchase the Option Marks strictly in accordance with the terms and conditions of this Agreement, except that the Option Price shall be amended to be the applicable purchase price under Paragraphs 5.a.(i), 5.a.(ii) or 5.a.(iii) hereof. If MIL elects, or is deemed to have elected, not to exercise the Option during the Option Period, then XxXxxxxx, for a period of 90 days thereafter, shall be entitled to sell the Option Marks, or any portion thereof, separately or in combination with any other assets, on any terms as XxXxxxxx, in its sole and absolute discretion, shall determine, except that the purchase price for the Option Marks, or portion of the purchase price allocable to the Option Marks if the Option Marks are sold in combination with other assets of XxXxxxxx, shall not be less than the Offer Price. If, on or before the expiration of such 90-day period, XxXxxxxx has consummated a sale which includes all of the Option Marks, this Agreement shall terminate and be of no further force and effect. If, on the expiration of such 90-day period, XxXxxxxx has not consummated a sale which includes all the Option Marks, the Grantee Option shall continue in effect until the expiration of the Option Term, except that the Option Marks shall be deemed amended to exclude the trademarks which have been sold during such 90-day period, if any, and XxXxxxxx shall have the right to continue its efforts to sell the Option Marks, subject to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any portion provisions of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliatesParagraph 5. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.

Put. (a) At If no Triggering Event shall have occurred by December 31, 1999, the Purchasers or other holder or holders of the Warrants may, at any time during which thereafter, by giving 30 days written notice to the Option is exercisable under this Agreement Company (the "Repurchase PeriodPUT NOTICE"), upon demand by require the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated Company to repurchase from the Grantee (the "PutPUT"), ) all or any portion of the Option, Warrants held by the Purchasers or other holder of the Warrants for an amount (the "PUT AMOUNT") equal to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion fair saleable value of the Shares purchased shares of Common Stock into which such Warrants may be exercised (determined without giving effect to a discount for (x) a minority interest, or (y) any lack of liquidity of the Common Stock or to the fact that the Company may have no class of equity registered under the Exchange Act, including without limitation, any restriction with respect to such shares of Common Stock under the Shareholders' Agreement or the Buy and Sell Agreement), based upon the value of the Company as determined by the Grantee pursuant theretoCompany and the Purchasers in reasonable good faith, and, if the Company and Purchasers fail to so agree with 20 Business Days, as determined by an independent appraiser satisfactory to both the Purchasers or other holder of the Warrants and the Company, subject, in all cases to restrictions under applicable corporate laws. The Company shall bear 80%, and the Purchasers shall bear 20%, of the costs of such independent appraiser. The Company shall pay to the Purchasers an amount in cash equal to 60% of the Put Amount upon exercise of the Put and shall issue a note evidencing its obligation to pay the remainder in cash within 366 days of the date of the Put; any unpaid balance of the Put Amount shall bear interest, which interest shall be paid together with any payment of the Put Amount, at a price set forth in subparagraph rate of 14% per annum. (iib) below: Immediately upon receipt of (i) the difference between Put Notice or (ii) notice from any other holder of the Company's warrants containing put rights (the Purchasers and all other such holders being referred to herein as the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice DatePUT HOLDERS") notice in connection with a put of exercise of warrants to the Company, the Company shall, before repurchasing any such warrants specified in the Put is given Notice or such other notice, give written notice thereof to the other party (defined as the greater each Put Holder. For a period of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding following such notice, each Put Holder shall be entitled, by written notice to the Notice Date (Company and each other Put Holder, to elect to require the "Market Price"))Company to repurchase its pro rata share of the warrants containing put rights held by such Put Holder. If, and at the Purchase Price multiplied by expiration of such ten day period any Put Holder has not elected to have the number of Shares purchasable Company repurchase such Put Holder's warrants, the Company shall repurchase only those warrants for which notice has been received pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9paragraph 13B(b), but only if the Market/Tender Offer Price is greater than the Purchase Price; (ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased; (b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates. (c) To the extent that the Grantor is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or Shares in full, the Grantor shall immediately so notify the Grantee and thereafter deliver or cause to be delivered, from time to time, to the Grantee the portion of the Repurchase Price that it is no longer prohibited from delivering within five business days after the date on which the Grantor is no longer so prohibited; provided that, if the Grantor at any time after delivery of a notice of exercise of the Put pursuant to Section 9(a) is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Grantee the Repurchase Price in full (and the Grantor hereby undertakes to use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Grantee may revoke its notice of the exercise of the Put whether in whole or to the extent of the prohibition, whereupon, in the latter case, the Grantor shall promptly (1) deliver to the Grantee that portion of the Repurchase Price that the Grantor is not prohibited from delivering and (2) deliver to the Grantee as appropriate, (A) a new Agreement evidencing the right of the Grantee to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of exercise of the Put by a fraction, the numerator of which is the Repurchase Price less the portion of the Repurchase Price previously delivered to the Grantee and the denominator of which is the Repurchase Price, and/or (B), a certificate for the Shares the Grantor is then so prohibited from repurchasing.