Common use of Ability to Put Clause in Contracts

Ability to Put. (a) If (A) the Company has not, prior to November 15, 2001, either made an Initial Public Offering, or merged into a public company resulting in the holders of the then outstanding Series A, B and E Preferred Stock and Conversion Stock receiving Registered Securities in such merger in exchange for their Shares, or (B) the Series C and D Holders Beneficially Own Shares, Options and Warrants representing (on a fully exercised and converted basis), in the aggregate, 65% or more of the Fully Diluted Capitalization, then at any time and from time to time thereafter until the earlier of November 15, 2003 or two years after the occurrence of the event described in clause (B) of this paragraph, the holders of a Majority of the Shares of Series A, B and E Preferred Stock shall have the option (the "Put") to require, subject to Section 5.4, the Company to purchase all of the outstanding Series A , B and E Preferred Stock respectively held by the Series A, B and E Holders who have voted in favor of the exercise of the Put, at the Put Price (as hereinafter defined) by delivery of written notice to the Company (the "Put Notice"). Upon receipt of the Put Notice, the Company shall notify each other Series A, B and E Holder, who shall have the right to join in the Put by written notice to the Company (the "Supplemental Put Notice"). The Company shall also provide notice thereof to the holders of the Series C and D Preferred Stock. The Company shall be obligated to purchase, subject to Section 5.4, the Series A, B and E Preferred Stock specified in the Put Notice and the Supplemental Put Notice within 90 days after the receipt by the Company of the Put Notice (or such longer period as may be reasonably necessary to determine the Put Price pursuant to the provisions of Sections 5.2 and 5.3). The closing of the purchase by the Company of the Series A, B and E Preferred Stock shall occur at the Company's principal office, or at such other place as shall be mutually agreeable to the Series A, B and E Holders and the Company as soon as possible (and in any event within 10 days after the determination of the Put Price in accordance with Sections 5.2 and 5.3) (such date of closing being hereinafter referred to as the "Put Closing Date").

Ability to Put. (a) If (A) In the event that prior to the fifth anniversary of the Closing Date, the Company has not, prior to November 15, 2001, either not (i) made an Initial a Qualified Public Offering, Offering or (ii) merged into a public company resulting and the "Stockholders" (as defined above in the holders of the then outstanding Series A, B and E Preferred Stock and Conversion Stock receiving Section 9 hereof) shall have received Registered Securities in such merger in exchange for their Shares, or (B) the Series C and D Holders Beneficially Own Shares, Options and Warrants representing (on a fully exercised and converted basis), in the aggregate, 65% or more of the Fully Diluted CapitalizationSecurities, then at any time and from time to time thereafter until the earlier of November 15, 2003 or two years after the occurrence of the event described in clause (B) of this paragraphthereafter, the holders of a Majority of the Shares of Series A, B and E Preferred Stock Stockholders shall have the option (the "Put") to require, subject to Section 5.4, require the Company to purchase all of the outstanding Series A , B and E Preferred shares of Common Stock respectively held by such Stockholder or such Stockholders, whether acquired pursuant to this Agreement or subsequently acquired (the Series A, B and E Holders who have voted in favor of the exercise of the Put, "Put Shares") at the Put Price (as hereinafter defined) by delivery of written notice to the Company (the "Put Notice"). Upon receipt of the Put Noticesuch election(s), the Company shall notify each other Series A, B and E Holder, who shall have the right to join in the Put by written notice to the Company (the "Supplemental Put Notice"). The Company shall also provide notice thereof to the holders of the Series C and D Preferred Stock. The Company shall will be obligated to purchase, subject to Section 5.4, the Series A, B and E Preferred Stock specified in purchase the Put Notice and the Supplemental Put Notice Shares within 90 days after the receipt by the Company of the Put Notice (or such longer period as may be reasonably necessary to determine the Put Price pursuant to the provisions of Sections 5.2 Section 10.2 and 5.310.3). The closing of for the purchase by the Company of the Series A, B and E Preferred Stock Put Shares shall occur at the Company's principal office, or at such other place as shall be mutually agreeable to the Series A, B and E Holders Stockholders and the Company as soon as possible (and in any event within 10 days after the determination of the Put Price in accordance with Sections 5.2 10.2 and 5.310.3) (such date of closing being hereinafter referred to as the "Put Closing Date"). The Company shall not be required to purchase Put Shares pursuant to this Section 10.1 to the extent that the Company does not have available legal surplus pursuant to the General Corporation law of the State of Delaware from which it can purchase such Put Shares at the Put Price, provided that the Company shall use all legally permissible methods in the reduction of capital and in the revaluation of its assets, including appraisal, in obtaining such legal surplus, and the Company gives written notice to the electing Stockholders within 30 days after the date of the notice of exercise of the Put by such Stockholders that it is not required to purchase the number of Put Shares set forth in such notice by reason of this clause and setting forth the facts relating thereto. Upon election to require the Company to purchase such Put Shares pursuant to the provisions of this Article 10, the Company will notify each Stockholder that has so elected of the Put Closing Date with respect to such Put Shares and each such Stockholder shall surrender the certificate or certificates representing such Put Shares to the Company on or before such date. On the Put Closing Date, the Put Price for such Put Shares shall be payable to each such Stockholder by certified or bank cashier's check or, at the option of the Stockholder receiving the same, by wire transfer in immediately available funds to an account designated by each such Stockholder, and each surrendered certificate shall be canceled and retired. In the event less than all of the Put Shares represented by such certificate are purchased, a new certificate or certificates shall be issued representing the Shares not purchased by the Company. In the event the Company does not have available legal surplus to purchase all of the Put Shares that each such Stockholder has requested the Company to purchase under this Article 10, the Company shall purchase the maximum number of Put Shares that it may purchase with such legal surplus available, and the Company shall repurchase the remainder of such Put Shares as soon as it has funds legally available to do so. The Company shall be permitted to pay all or a portion of the Put Price by delivery of a note to the Stockholders on such terms and conditions as agreed to by the Company and the Stockholders.

Ability to Put. (a) If (A) the Company has not, prior to November -------------- 15, 2001, either made an Initial Public Offering, or merged into a public company resulting in and the holders of the then outstanding Series AA Preferred Stock, Series B and E Preferred Stock and Conversion Stock receiving shall have received Registered Securities in such merger in exchange for their Shares, or (B) the Series C and D Holders Beneficially Own Shares, Options and Warrants representing (on a fully exercised and converted basis), in the aggregate, 65% or more of the Fully Diluted Capitalization, then at any time and from time to time thereafter until the earlier of November 15, 2003 or two years after the occurrence of the event described in clause (B) of this paragraph, the holders of a Majority of the Shares of Series A, A and Series B and E Preferred Stock shall have the option (the "Put") to require, subject to Section 5.4, the Company to purchase all of the --- outstanding Series A , B and E Preferred Stock respectively and Series B Preferred Stock held by the Series A, A Holders and Series B and E Holders who have voted in favor of the exercise of the Put, at the Put Price (as hereinafter defined) by delivery of written notice to the Company (the "Put Notice"). Upon receipt of the Put Notice, the Company ---------- shall notify each other Series A, A Holder and Series B and E Holder, who shall have the right to join in the Put by written notice to the Company (the "Supplemental Put ---------------- Notice"). The Company shall also provide notice thereof to the holders of the ------ Series C and D Preferred Stock. The Company shall be obligated to purchase, subject to Section 5.4, the Series A, A Preferred Stock and Series B and E Preferred Stock specified in the Put Notice and the Supplemental Put Notice within 90 days after the receipt by the Company of the Put Notice (or such longer period as may be reasonably necessary to determine the Put Price pursuant to the provisions of Sections 5.2 and 5.3). The closing of the purchase by the Company of the Series A, A Preferred Stock and Series B and E Preferred Stock shall occur at the Company's principal office, or at such other place as shall be mutually agreeable to the Series AA Holders, the Series B and E Holders and the Company as soon as possible (and in any event within 10 days after the determination of the Put Price in accordance with Sections 5.2 and 5.3) (such date of closing being hereinafter referred to as the "Put Closing Date").. ----------------