PURCHASE PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
SECTION 4 AND SECTION 5 (THE "PUT OPTION").
7
(B)
IF EXECUTIVE IS ENTITLED TO (AS PROVIDED IN SECTION 4(A)) AND
DESIRES TO EXERCISE THE PUT OPTION, EXECUTIVE MUST NOTIFY THE COMPANY AND EACH
OTHER HOLDER OF PURCHASED SECURITIES OF SUCH EXERCISE IN WRITING NO EARLIER THAN
THE END OF THE APPLICABLE REPURCHASE OPTION PERIOD AND NO LATER THAN 60 DAYS
AFTER THE END OF THE APPLICABLE REPURCHASE OPTION PERIOD (A "PUT OPTION
NOTICE"). WITHIN 10 DAYS AFTER THE COMPANY RECEIVES A PUT OPTION NOTICE IN
ACCORDANCE WITH THIS AGREEMENT, THE COMPANY SHALL SEND TO EACH HOLDER OF
PURCHASED SECURITIES A NOTICE THAT WILL SET FORTH THE NUMBER OF UNITS OF EACH
CLASS TO BE ACQUIRED FROM EACH HOLDER, THE AMOUNT OF THE AGGREGATE CONSIDERATION
TO BE PAID FOR ANY PURCHASED SECURITIES THAT ARE CLASS A PREFERRED UNITS
("PREFERRED UNITS PURCHASE PRICE"), IF ANY, AND THE AMOUNT OF THE AGGREGATE
CONSIDERATION TO BE PAID FOR ANY PURCHASED SECURITIES THAT ARE NOT CLASS A
PREFERRED UNITS ("COMMON UNITS PURCHASE PRICE") AND THE TIME AND PLACE FOR THE
CLOSING OF THE TRANSACTION (A "PUT OPTION CLOSING NOTICE").
(C)
THE CLOSING OF THE PURCHASE OF ANY PURCHASED SECURITIES PURSUANT
TO A PUT OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED BY THE COMPANY IN THE
APPLICABLE PUT OPTION CLOSING NOTICE, WHICH DATE SHALL NOT BE MORE THAN 30 DAYS
NOR LESS THAN FIVE DAYS AFTER THE DELIVERY OF THE APPLICABLE PUT OPTION CLOSING
NOTICE. THE COMPANY WILL PAY THE PURCHASE PRICE FOR THE PURCHASED SECURITIES TO
BE PURCHASED BY IT PURSUANT TO A PUT OPTION (A) BY CHECK(S) OR WIRE TRANSFER(S)
OF GOOD AND IMMEDIATELY AVAILABLE FUNDS IN AN AGGREGATE AMOUNT EQUAL TO THE
PREFERRED UNITS PURCHASE PRICE, IF ANY, AND (B) BY DELIVERY OF SUBORDINATED
PROMISSORY NOTE(S), IN AN AGGREGATE INITIAL PRINCIPAL AMOUNT EQUAL TO THE COMMON
UNITS PURCHASE PRICE, ISSUED BY THE COMPANY OR A SUBSIDIARY THEREOF PAYABLE IN
FULL IN ONE LUMP SUM ON THE EARLIER OF (I) A SALE OF THE COMPANY, (II) AN IPO,
BUT TO THE EXTENT THAT SUCH PAYMENT IS THEN PROHIBITED BY THE COMPANY'S OR ITS
SUBSIDIARIES' CREDIT FACILITY, PAYMENT SHALL INSTEAD BE MADE AS SOON AS
PERMITTED THEREUNDER AND (III) AND THE FIFTH ANNIVERSARY OF THE DATE OF
ISSUANCE, WHICH NOTE(S) SHALL BEAR INTEREST AT A RATE OF 8% PER ANNUM WITH SUCH
INTEREST BEING PAYABLE IN ARREARS IN CASH ON A QUARTERLY BASIS.
(D)
THE PROVISIONS OF THIS SECTION 4 WILL TERMINATE WITH RESPECT TO
ALL PURCHASED SECURITIES UPON THE EARLIER TO OCCUR OF A SALE OF THE COMPANY AND
THE CONSUMMATION OF A QUALIFIED PUBLIC OFFERING.
5.
OTHER TERMS APPLICABLE TO THE REPURCHASE OPTION AND THE PUT
OPTION.
(A)
IN THE EVENT OF A SEPARATION, IN CONNECTION WITH THE EXERCISE OF
EITHER A REPURCHASE OPTION OR A PUT OPTION, (I) THE PURCHASE PRICE FOR EACH
UNVESTED FOUNDER COMMON UNIT WILL BE THE LESSER OF (A) EXECUTIVE'S ORIGINAL COST
FOR SUCH