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unexercised portion of the Put Option but with a corresponding adjustment in the price for unit of any security covered by the Put OPtiom Any shares or securities that become subject to the Put Option pursuant to this Section 5.2 shall constimte'Mterests" for purposes of this Agreement. 5.3 Upon a reorgmdi tion, merger or consolidation of the Issuer with one or more other corporations or enfities (any of the foregoing a "Business Combination") pursuant to which the outstanding Interests are convened into or exchanged for my other security ("Replacement Securities"), the Put Option shall Beau to be exercisable with respect to the securities that previously conatimted "Interests' and shall instead be automatically convened into an option to sell such number of shares or units of Replacement Securities issued in exchange for the Interests pursuant to such Business Combination at a price per share or unit of Replacement Securities equal to the aggregate Purchase Price for all Interests immediately prior to such effectiveness divided by the number of shares or units of Replacement Securities subject to the Put Option immediately following such effectiveness. Any Replacement Securities that become subject to the Put Option pursuant to this Section 5.3 shall consfinde'7naennns" for purposes of this Agreement. 5.4 In the event of any proposed Business Combination pursuant to which the outstanding Interests will be convened into a right to receive consideration other than securities of the Issuer or Replacement Securities. (i) Allen will provide notice thereofto the Holder at iesst ten (10) days prior to consummation of such Business Combination and (ii) the Put Option will expire two days prior to such consummation except with respect to any Interests that arc specified in a notice delivered by the Holder pursuant to Section 2 prior to such date. If the Holder delivers a notice pursuant to Section 2 after its receipt of a notice from Allen pursuant to this Section 5.4, the purchase and sale of any of the bacteria specified in the Holder's notice may be conditioned at the Holdei s option on the consummation of the Business Combination described in Allen's notice pursuant to this Section 5.4. 6. Reuresentations of Allen. Allen represents and warrents to the Holder and each Permitted Transferee that on the date hereof and at all tines hereafter through the Closing: (a) Allen has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; and (b) this Agreement constitutes the legal, valid and binding obligation of Allen, enforceable against Allen in accordance with its terms. 7. Termination of Put Option. 7.1 The Put Option shall terminate on the earliest of the following dates, except with respect to any Interests that are specified in a notice delivered by the Holder pursuant to Section 2 prior to such earliest date: (a) the second anniversary of the date of the closing under the Purchase and Contribution Agreement; (b) the date specified in Section 5.4; and J (c) the first date on which both of the following conditions are satisfied: nCG1611:1132164d -4-