Common use of Put Clause in Contracts

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to redeem these Warrants or purchase from such Management Stockholder and the shares Permitted Transferees of common stock issued such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Warrants Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause at any time beginning April 23on or after the fifth anniversary of the date hereof, 2004 then, at any time within one year after the sixth anniversary hereof, the Management Stockholder and prior the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereof. The Management Put Option shall be exercised by delivery of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall have completed an be required to purchase such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder. (b) If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Initial Public offering" Management Put Price"). (c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as defined to permit payment of the Management Put Price in cash to the Registration Rights Agreement dated April 23, 1999maximum extent possible. (a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as amended October 28applicable, 1999then the Fair Market Value of such shares shall be determined by an Appraiser reasonably satisfactory to the parties; PROVIDED, between that if the parties cannot so agree, then: (i) the Company shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the parties. The price per share cost of such appraisal or arbitration shall be borne equally by the parties to such transaction. (b) Any Subordinated Promissory Note issued pursuant to this Section 4 shall be a Subordinated Promissory Note of the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued pursuant to the exercise of a Management Put Option, the final maturity date thereof shall be the greater earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence of W "Fair Market Value" as agreed a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to by Company and Optionee, or those set forth in the absence promissory notes issued pursuant to the Purchase Agreement. (c) The closing of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value any purchase and sale of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash Common Stock and cash equivalents minus Long Term Debt EBITDA any Options pursuant to this Section 4 shall be defined as held at the earnings principal place of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the values determined in each Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such appraisal shall constitute "Fair Market Value". The cost Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack purchased shares of marketability or shares constituting a minority interest in the Common Stock with stock of the Company. All computations and determinations power(s) duly endorsed for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently appliedtransfer thereof and appropriate instruments terminating all rights existing under any purchased Options.

Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offeringOffering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W (i) "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently applied.

Put. Optionee may require In the Company event that DOE and EnerDel execute the Grant Agreement prior to redeem these Warrants December 31, 2011, and EnerDel does not exercise the Purchase Option on or before the shares of common stock issued upon exercise expiration of the Warrants Purchase Option Period, then such Purchase Option shall automatically convert to a put to EnerDel to lease the Development at any time beginning April 23the Put Rent (as defined below) and on the Put Terms (as defined below) (the “Put”), 2004 which Put may be exercised by Park 70 in its sole and absolute discretion, by giving written notice to EnerDel within ninety (90) days after the expiration of the Purchase Option Period (the “Put Option Period”), requiring that EnerDel lease the Development at the Put Rent and on the Put Terms. The Put Rent shall equal annual base rent of $1,459,350 for the first year of the Put, with annual increases of 2% for each year thereafter. The Put Terms shall require a lease term of 15 years (commencing on the expiration date of the Initial Lease Term under the Lease and referred to as the “New Lease Term”), cover the entire Development and contain the other terms and provisions of the Lease and such other provisions as are appropriate under the circumstances and agreed to by Park 70 and EnerDel. If Park 70 exercises its Put, Park 70 and EnerDel shall enter into a new lease (“Substitute Lease”) within thirty (30) days after the Put is exercised by Park 70 (the “Put Closing Date Deadline”), which new lease shall contain the Put Rent and Put Terms. If the Initial Lease Term would otherwise expire prior to the date expiration of the Put Option Period or the Put Closing Date Deadline if the Put is exercised by Park 70, then the Initial Lease Term shall be extended, as applicable, to (x) thirty (30) days after the Put Option Period if Park 70 does not exercise its Put or (y) the Put Closing Date Deadline if the Put is exercised by Park 70. Park 70 shall use commercially reasonable efforts to provide EnerDel with a subordination, nondisturbance and attornment agreement from the holder of any mortgage granted by Park 70 with a lien on which Company shall have completed an "Initial Public offering" the Leased Premises in a form and substance of Exhibit E to the Lease or other form and substance reasonably acceptable to EnerDel and such lender. If Park 70 has leased any portion of the Additional Space (as defined in the Registration Rights Agreement dated April 23Lease) to a third party prior to Park 70’s exercise of the Put, 1999such third-party lease shall become a sublease between EnerDel, as amended October 28sublandlord, 1999, between and the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreementthird-party tenant, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be made in accordance with generally accepted principles of accounting consistently appliedsubtenant.