Common use of Put Clause in Contracts

Put. (a) If the Purchaser’s employment with the Company is terminated by either the Purchaser or the Company due to Retirement, Disability or death of the Purchaser, and there is no Minimum Public Float at the time of such Retirement, Disability or death, each of the Purchaser and the Purchaser’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Purchaser’s Group”) shall have the right (subject to Section 6 hereof) for 90 days after the date of termination of such employment, to sell to the Company, on one occasion for the Purchaser’s Group, any or all of the Rights and the Shares then held by the Purchaser’s Group at the price set forth in Section 5.3 and the Company shall be required to purchase (subject to Section 6 hereof) such Rights and Shares at such price. (b) Each member of the Purchaser’s Group who desires to sell any or all of its Shares or Rights shall, not later than 90 days after the date of termination of employment, send to the Company written notice of the Purchaser’s Group’s intention to sell Shares or Rights pursuant to this Section 5.1, specifying the number of Shares and Rights to be sold. The closing of the purchase shall take place at the principal office of the Company within 10 days after the giving of such notice as designated in writing by the Company. (c) If the Purchaser or the Purchaser’s Permitted Transferees do not exercise the put right pursuant to this Section 5.1, then upon expiration of such 90-day period, the Company shall have a call right with respect to such Shares and Rights held by the Purchaser and the Purchaser’s Group for a period of 30 days exercisable upon notice to the Purchaser or the Purchaser’s Group that the Closing will take place at the principal office of the Company within 10 days after the giving of such notice.

Put. (a) If the Purchaser’s employment with the Company is terminated by either the Purchaser or the Company due to Retirement, Disability or death of the Purchaser, and there is no Minimum Public Float at the time of such Retirement, Disability or death, each of the Purchaser and the Purchaser’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Purchaser’s Group”) shall have the right (subject to Section 6 hereof) for 90 days after the date of termination of such employment, to sell to the Company, on one occasion for the Purchaser’s Group, any or all of the Rights and the Shares then held by the Purchaser’s Group at the price set forth in Section 5.3 and the Company shall be required to purchase (subject to Section 6 hereof) such Rights and Shares at such price. (b) Each member of the Purchaser’s Group who desires to sell any or all of its Shares or Rights shall, not later than 90 days after the date of termination of employment, send to the Company written notice of the Purchaser’s Group’s intention to sell Shares or Rights pursuant to this Section 5.1, specifying the number of Shares and Rights to be sold. The closing of the purchase shall take place at the principal office of the Company within 10 days after the giving of such notice as designated in writing by the Company. (c) If the Purchaser or the Purchaser’s Permitted Transferees do not exercise the put right pursuant to this Section 5.1, then upon expiration of such 90-day period, the Company shall have a call right with respect to such Shares and Rights held by the Purchaser and the Purchaser’s Group for a period of 30 days exercisable upon notice to the Purchaser or the Purchaser’s Group that the Closing will take place at the principal office of the Company within 10 days after the giving of such notice.

Put. (a) If fraud is committed by or on behalf of the Purchaser’s employment Company in connection with this Agreement or the Affiliated Agreements or if the Company fails to perform in any material respect its obligations under this Agreement or the Affiliated Agreements to provide information or to provide pre-emptive, tag-along or registration rights in accordance with the Company is terminated by either terms of this Agreement and the Purchaser Affiliated Agreements, and such failure remains uncured twenty (20) days after written notice from Investor, then Investor may put its Shares (or any Common Stock acquired upon conversion of the Shares) to the Company due at a price equal to Retirement, Disability the greater of (i) the original purchase price plus any dividends declared and unpaid or death (ii) the fair market value of the Purchaser, and there is no Minimum Public Float at the time of such Retirement, Disability Shares (or death, each any Common Stock acquired upon conversion of the Purchaser and the Purchaser’s Permitted Transferees (hereinafter sometimes collectively referred Shares). This right is in addition to as the “Purchaser’s Group”) shall have the right (subject to Section 6 hereof) for 90 days after the date of termination of such employment, to sell any other remedy at law or in equity available to the Company, on one occasion for the Purchaser’s Group, any or all of the Rights and the Shares then held by the Purchaser’s Group at the price set forth in Section 5.3 and the Company shall be required to purchase (subject to Section 6 hereof) such Rights and Shares at such priceInvestor. (b) Each member If the Shares are publicly traded, the value of the Purchaser’s Group who desires to sell any or all Shares shall be the average closing price of its such Shares or Rights shall, not later than 90 during the previous five (5) trading days after the date of termination of employment, send prior to the breach. If there is no public market for the Shares, the fair market value of such Shares will be valued by an appraiser of recognized standing selected by the Investor and the Company written notice or, if they cannot agree on an appraiser within ten (10) days, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Investor and the Company. If the time for the closing of the Purchaser’s Group’s intention put has expired but for the determination of the value of the purchase price, then such closing shall be held on or prior to sell Shares or Rights the fifth (5) business day after such valuation shall have been made pursuant to this Section 5.1, specifying the number of Shares and Rights to be sold. The closing of the purchase shall take place at the principal office of the Company within 10 days after the giving of such notice as designated in writing by the Companysubsection. (c) If the Purchaser or the Purchaser’s Permitted Transferees do not exercise the put right pursuant to this Section 5.1, then upon expiration of such 90-day period, the Company shall have a call right with respect to such Shares and Rights held by the Purchaser and the Purchaser’s Group for a period of 30 days exercisable upon notice to the Purchaser or the Purchaser’s Group that the Closing will take place at the principal office of the Company within 10 days after the giving of such notice.

Put. At any time and from time to time after the first to occur of (asuch date being the "Put Event") If (i) the Purchaser’s employment with the Company is terminated by either the Purchaser or the Company due to Retirement, Disability or death fifth anniversary of the PurchaserClosing Date, and there is no Minimum Public Float at or (ii) any Change of Control, or (iii) the time of such Retirement, Disability or death, each repayment in full of the Purchaser and Notes or (iv) the Purchaser’s Permitted Transferees (hereinafter sometimes collectively referred to as repayment in full of the “Purchaser’s Group”) shall have the right (subject to Section 6 hereof) for 90 days after the date of termination of such employment, to sell to the Company, on one occasion for the Purchaser’s GroupSenior Debt, any or all of the Rights holders (individually a "Holder" and collectively, the Shares then held "Holders") of Warrants, the Underlying Common Stock or any Common Stock or stock or securities containing options or rights to acquire any shares of Common Stock in either case acquired pursuant to Article 8 hereof (collectively, the "Subject Securities") will have the right (the "Put"), exercisable by delivery of written notice (the Purchaser’s Group at the price set forth in Section 5.3 and "Put Notice") to the Company shall be required and to Investor, (i) to require the Company to purchase or (subject ii) to require the Investor to purchase, for the Put Price (as defined below) payable in accordance with Section 6 hereof) such Rights and Shares at such price. (b) Each member of the Purchaser’s Group who desires to sell 9.3 any part or all of the Subject Securities then owned by the Holders (the Subject Securities described in each Put Notice are referred to collectively as the "Put Shares"). The Company will promptly (and in any event within 10 days) after receipt of a Put Notice give written notice (the "Company Notice") to each of the other Holders. Each such Holder will have the right to exercise its Shares or Rights shall, not later than 90 Put in connection with the initial Put Notice within 10 days after following the delivery of the Company Notice. All Put Notices delivered by such other Holders will be deemed to have been delivered as of the date of termination the first such Put Notice, and such date is referred to in this Article 9 as the "Exercise Date." The right of employment, send each Holder to exercise its put will be an individual and separate right and the Company written notice exercise of the Purchaser’s Group’s intention to sell Shares or Rights pursuant to this Section 5.1, specifying Put by any Holder will not be conditioned upon the number exercise by any other Holder of Shares and Rights to be sold. The closing of the purchase shall take place at the principal office of the Company within 10 days after the giving of such notice as designated in writing by the Companyits Put. (c) If the Purchaser or the Purchaser’s Permitted Transferees do not exercise the put right pursuant to this Section 5.1, then upon expiration of such 90-day period, the Company shall have a call right with respect to such Shares and Rights held by the Purchaser and the Purchaser’s Group for a period of 30 days exercisable upon notice to the Purchaser or the Purchaser’s Group that the Closing will take place at the principal office of the Company within 10 days after the giving of such notice.