Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.2. (b) Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer. (c) The Selling Stockholder shall, within twenty-four (24) hours of delivery of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”), each Preferred Holder and Non-Selling Investor Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to the Selling Stockholder such Key Holder Transferor the type and number of shares of the Common Shares Registrable Securities, as applicable, equal to the number of shares each Preferred Holder or Non-Selling Investor Transferring Key Executive would have been entitled to transfer to the purchaser under Section 3.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Key Holder Transferor shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Key Holder Transferor in the such Prohibited Transfer. The Selling Stockholder Key Holder Transferor shall also reimburse each Preferred Holder and Non-Selling Investor Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Selling InvestorTransferring Key Executive’s rights under this Section 5.23.4 hereof. (b) Within ninety sixty (9060) calendar days after the later of the dates date on which the Non-Selling Investor (i) a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each such Preferred Holder or Non-Selling Investor Transferring Key Executive shall, if exercising the option created hereby, deliver to the Selling Stockholder Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Such Key Holder Transferor shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an a Preferred Holder or Non-Selling Investor Transferring Key Executive, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Selling InvestorTransferring Key Executive, as applicable. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder a Key Holder Transferor to transfer Transfer Key Holder Shares Registrable Securities, as applicable, in violation of Section 2.3 2 hereof shall be void voidable at the option of a majority in interest of the Preferred Holders and Non-Transferring Key Executives if a majority in interest of the Preferred Holders and Non-Transferring Key Executives do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, shares without the written consent of the holders of at least a majority in interest of the shares held by the Preferred Holders and Non-Selling Investors, voting together as a separate classTransferring Key Executives.

Put Option. In the event of a Prohibited TransferTransfer by a Principal Shareholder, each Non-Selling Investor a Holder shall have the right (but shall not be obligated) to sell sell, to the Selling Stockholder Principal Shareholder who made the type and Prohibited Transfer, a number of shares Common Shares (either directly or through conversion of Shares Registrable Securities, as applicable, Preferred Shares) equal to the number of shares each Non-Selling Investor Shares that the Holder would have been entitled to transfer to the proposed purchaser had in the Prohibited Transfer been effected pursuant to and in compliance with this Section 15, assuming the terms of Holder elected to exercise its co-sale rights under Section 2.3 of this Agreement15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: (a) 15.6.1 The price per share at which the shares Shares are to be sold by the Non-Selling Investor to the Selling Stockholder any such Principal Shareholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Principal Shareholder in the Prohibited Transfer. The Selling Stockholder Such Principal Shareholder shall also reimburse each Non-Selling Investor the Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred pursuant to the exercise or the attempted any exercise of the Non-Selling InvestorHolder’s rights under this Section 5.215.6. (b) 15.6.2 Within ninety (90) calendar 90 days after the later earlier of the dates on which the Non-Selling Investor Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer Transfer, or (ii) otherwise became aware obtained actual knowledge of the Prohibited Transfer, each Non-Selling Investor the Holder shall, if exercising the put option created hereby, deliver to the Selling Stockholder such Principal Shareholder the certificate or certificates representing shares Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. (c) The Selling Stockholder 15.6.3 Such Principal Shareholder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares Shares to be sold by an Non-Selling Investor the Holder, pursuant to this subparagraph 5.2Section 15.6.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash reimbursable under Section 15.6.1, by check or by other means acceptable wire transfer made payable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent order of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classHolder.

Put Option. (a) In the event that a Key Employee should sell any Key Employee Stock in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Employee shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder such Key Employee the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser under Section 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Key Employee shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Key Employee in the such Prohibited Transfer. The Selling Stockholder Key Employee shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.22.3. (bii) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling an Investor (i) received receives notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Key Employee the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ciii) The Selling Stockholder Such Key Employee shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2Section 4.1, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.1(b)(i), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. (a) In the event that a Stockholder should sell any Shares in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling such Stockholder the type and number of shares of Shares Registrable Securities, as applicable, capital stock equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser under Section 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling such Stockholder in the such Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.22.3. (bii) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling an Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ciii) The Selling Such Stockholder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(b)(i), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Major Investor shall have the right to sell to the Selling Stockholder such Founder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Major Investor would have been entitled to transfer Transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Founder in the such Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling Major Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Major Investor’s rights under this Section 5.22.4. (bd) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling a Major Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Major Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (ce) The Selling Stockholder Such Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, if applicable, pursuant to this subparagraph 5.2Section 4.1, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.1(c), in cash or by other means acceptable to the Non-Selling Major Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event any Ordinary Shareholder should directly or indirectly sell, assign, transfer, hypothecate, pledge, mortgage, encumber or otherwise dispose of any interest in Ordinary Shares in contravention of the transfer restrictions in Section 4 (a “Prohibited Transfer”), the Investors shall have the put option provided below, and such Ordinary Shareholder shall be bound by the applicable provisions of such option. (i) In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Ordinary Shareholder the type and number of shares of Ordinary Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Ordinary Shares such Investor would have been entitled to transfer to the purchaser third-party transferee under Section 4.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (aii) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Ordinary Shareholder shall be equal to the highest of (x) one hundred and twenty percent (120%) of the Series A Issue Price, (y) the fair market value of the Series A Shares be sold pursuant to such put option or (z) the price per share paid by the purchaser third-party transferee to the Selling Stockholder Ordinary Shareholder in the Prohibited Transfer. The Selling Stockholder Ordinary Shareholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, reasonably and properly incurred pursuant to the exercise or the attempted exercise of the Non-Selling such Investor’s rights under this Section 5.24. (biii) Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor (i1) received notice of the Prohibited Transfer or (ii2) otherwise became becomes aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Ordinary Shareholder the certificate or certificates Transfer Documents representing shares to be sold, properly endorsed for transfersold under this Section 4.6 by such Investor. (civ) The Selling Stockholder Ordinary Shareholder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for Transfer Documents relating to the shares to be sold by an Non-Selling Investor a Investor, pursuant to this subparagraph 5.2Section 4.6, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) 4.6(b)(i), in cash or by other means acceptable to the Non-Selling Investor. . The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (d5) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securitiesdays reissue certificates, as applicable, in violation of Section 2.3 hereof shall be void to the Ordinary Shareholder and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as Investor reflecting the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares new securities held by the Non-Selling Investors, voting together as a separate classthem giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Transferor the type and number of shares of Shares Registrable Securities, as applicable, Equity Securities equal to the number of shares each Non-Selling Equity Securities such Investor would have been entitled to transfer to the purchaser third-party transferee under Section 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions:. (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Transferor shall be equal to the price per share paid by the purchaser third-party transferee to the Selling Stockholder Transferor in the Prohibited Transfer. The Selling Stockholder Transferor shall also reimburse each Non-Selling Investor for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling such Investor’s rights under this Section 5.22. (b) Within ninety (90) calendar days after the later of the dates on which the Non-Selling an Investor (ix) received notice of the Prohibited Transfer or (iiy) otherwise became becomes aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Transferor an instrument of transfer and either the certificate or certificates representing shares to be soldsold under this Section 2.6 by such Investor, each certificate to be properly endorsed for transfer. (c) , or an affidavit of lost certificate. The Selling Stockholder Transferor shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2foregoing, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to the Non-Selling such Investor. . The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (d5) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securitiesdays reissue certificates, as applicable, in violation of Section 2.3 hereof shall be void to the Transferor and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as Investor reflecting the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares new securities held by the Non-Selling Investors, voting together as a separate classthem giving effect to such transfer.

Put Option. 6.1 In the event a Founder should sell any Founder’s Stock in contravention of the co-sale rights of the Investors under this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. 6.2 In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Founder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling such Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder Founder in the Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.23. (b) Within ninety thirty (9030) calendar days after the later of the dates on which date the Non-Selling Investor (i) received written notice of the Prohibited Transfer Transfer, or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2subsection 6.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) subsection 6.2(a), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder a Founder to transfer Shares Registrable Securities, as applicable, Founder’s Stock in violation of Section 2.3 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, shares without the vote or written consent of the holders of at least a majority in interest of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of If a Prohibited TransferTransfer occurs, in respect of Section 9.1(i), each NonCo-Selling Investor Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell to the Selling Stockholder Transfer or the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Nonsuch Co-Selling Investor Sale Holder would have been entitled to transfer Transfer to the purchaser had Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer been effected pursuant (such Shares, the “Put Shares”). The foregoing sale to and in compliance with the terms of Section 2.3 of this Agreement. Such sale Transferor shall be made on the following terms and conditions: (ai) The the price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder of each Put Share shall be equal to the price per share paid by the purchaser to the Selling Stockholder specified in the Prohibited Transfer. The Selling Stockholder Transfer Notice; provided that the Transferor shall also reimburse each Nonsuch Co-Selling Investor for Sale Holder any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the NonRights of Co-Selling Investor’s Sale and the rights under this Section 5.2.9; and (bii) Within within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of following the Prohibited Transfer, each Nonsuch Co-Selling Investor shall, if exercising the Sale Holder who has elected to exercise its put option created hereby, under this Section 9 shall deliver to the Selling Stockholder the certificate such Transferor an instrument of transfer and one or more certificates representing shares the Shares to be soldsold under this Section 9, each to be properly endorsed for transfer. (c) The Selling Stockholder , or an affidavit of lost certificate representing the same. Such Transferor shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2foregoing, pay the aggregate purchase price paid by for the purchaser to the Selling Stockholder in the Prohibited Transfer Put Shares set forth hereunder and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) (if any), in cash by wire transfer of immediately available funds or by any other means acceptable to the Nonsuch Co-Selling Investor. Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (d5) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securitiesdays reissue certificates, as applicable, in violation to such Transferor and such Co-Sale Holder representing the Shares held by each of Section 2.3 hereof shall be void and them giving effect to the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent sale of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classPut Shares to such Transferor contemplated in this Section 9.1.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions: (a) The price per share at which Company and STC hereby jointly and severally agree to purchase any Shares owned by Cinergy or any Management Investor if (a) the shares are to be sold transactions contemplated by the Non-Selling Investor to Subscription Agreement are consummated after termination of the Selling Merger Agreement and (b) such Stockholder shall be equal have given notice of its intent to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s its put rights under this Section 5.22.7 within twenty business days of the date the transactions contemplated by the Subscription Agreement are consummated. (b) Within ninety (90) calendar days after Parent or STC, as the later case may be, shall pay to the Stockholder exercising put rights under this Section 2.7, by wire transfer of immediately available funds, against delivery of the dates on which certificates representing the Non-Selling Investor put Common Stock, (ix) received $8.00 plus (y) an amount equal to the difference between $8.00 and such Stockholder's adjusted tax basis (certified in the notice of intent delivered pursuant to Section 2.7(a)) in the Prohibited Transfer or put Shares multiplied by the highest applicable U.S. federal and state income tax rate applicable to such Stockholder (iiplus in each case a full gross-up to account for the additional amount equal to the taxes payable at such highest applicable rate on the amounts payable under this clause (y) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if including this parenthetical phrase). (c) Each Stockholder exercising the option created hereby, their put rights under this Section 2.7 shall deliver to Parent or STC, as the Selling Stockholder the certificate or certificates representing shares case may be, at a closing to be soldheld at the offices of Parent on the fifth business day following Parent's receipt of notice of such Stockholder's exercise of its put rights under this Section 2.7 (or such other date and place as the parties agree), one or more certificates, properly endorsed for transfer. (c) The Selling , which represent all the Shares owned by such Stockholder, and each such Stockholder shallshall make such representations and warranties, within twenty-four (24) hours of delivery and shall enter into such agreements, as are customary and reasonable given each such Stockholder's percentage ownership in the Parent in the context of the certificate proposed sale, including without limitation representations and warranties (and indemnities with respect thereto) that the transferee of the Shares (or certificates for the shares interests therein) is receiving title to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares (or Registrable Securitiesinterests therein), as applicablefree and clear of all pledges, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investorssecurity interests, voting together as a separate classadverse claims, other liens or restrictions on transfer (other than restrictions on transfer under applicable securities laws).

Put Option. In the event of a Prohibited Transfer, each Non-Selling such Eligible Investor shall have the right right, in addition to such remedies as may be available by law, in equity or hereunder, to sell to such Selling Holder and such Selling Holder shall have the Selling Stockholder obligation to purchase the type and number of shares of Shares Registrable Securities, as applicable, Capital Stock equal to the number of shares each Non-Selling such Eligible Investor would have been entitled to transfer Transfer to the purchaser under Section 2.5 above had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold by the Non-Selling Investor to the Selling Stockholder Holder shall be equal to the price per share paid by the purchaser to the such Selling Stockholder Holder in the such Prohibited Transfer. The Selling Stockholder Holder shall also reimburse each Non-Selling Eligible Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Eligible Investor’s rights under this Section 5.2section. (b) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling an Eligible Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Eligible Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate properly endorsed for transfer. (c) The Such Selling Stockholder Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Non-Selling Investor Eligible Investor, pursuant to this subparagraph 5.2Section 4, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(aSection 4.2(a) above, in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each the Non-Selling Investor Breaching Shareholders shall have the right to sell to the Selling Stockholder Breaching Shareholder the type and number of shares of Shares Registrable Securities, as applicable, Equity Securities equal to the number of shares each Equity Securities the Non-Selling Investor Breaching Shareholders would have been entitled to transfer to the purchaser transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The the price per share at which the shares Equity Securities are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the greater of (i) the price per share paid by the purchaser to the Selling Stockholder transferee in the Prohibited TransferTransfer and (ii) the Call Fair Market Value. The Selling Stockholder Breaching Shareholder shall also reimburse each the Non-Selling Investor Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s Breaching Shareholders’ rights under this Section 5.2.2; (b) Within within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each the Non-Selling Investor Breaching Shareholders shall, if exercising the option created hereby, deliver to the Selling Stockholder Breaching Shareholder the certificate or certificates representing shares Equity Securities to be sold, each certificate to be properly endorsed for transfer.; (c) The Selling Stockholder the Breaching Shareholder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares Equity Securities to be sold by an the Non-Selling Investor Breaching Shareholders, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(a), in cash or by other means acceptable to the Non-Selling Investor.Breaching Shareholders; and (d) Notwithstanding notwithstanding the foregoing, any attempt by the Selling Stockholder a Breaching Shareholder to transfer Shares Registrable Securities, as applicable, Equity Securities in violation of Section 2.3 Sections 2 or 3 hereof shall be void void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, Equity Securities without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a separate classviolation of Section 2 hereof.

Put Option. In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Qualifying Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Qualifying Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided by this Section 4.2, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Non-Selling Qualifying Investor shall have the right to sell to the Selling Stockholder such Key Holder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Qualifying Investor would have been entitled to transfer to the purchaser under Section 2.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Key Holder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Key Holder in the such Prohibited Transfer. The Selling Stockholder Key Holder shall also reimburse each Non-Selling Qualifying Investor for any and all fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Qualifying Investor’s rights under this Section 5.22.4. (b) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling a Qualifying Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Qualifying Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Such Key Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor a Qualifying Investor, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(b), in cash or by other means acceptable to the Non-Selling such Qualifying Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor The MSO shall have the right option (the "Put Option") to sell to require the Selling Stockholder New PC, upon termination of the type and number Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of shares the Term of Shares Registrable Securitiesthe Management Services Agreement, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditionsto: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Selling Investor’s rights under this Section 5.2.month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within ninety (90) calendar days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Selling Investor (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.and any goodwill and other intangible assets; and (c) The Selling Stockholder shallAssume all debt and all contracts, within twenty-four (24) hours of delivery payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent payment of the holders amounts computed under Clauses (a) and (b) of at least a majority of this Section 2 (collectively, the shares held by the Non-Selling Investors, voting together as a separate class"Put Price").

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Transferor the type and all or a portion of the number of shares of Shares Registrable Securities, as applicable, Equity Securities equal to the number of shares each Non-Selling Equity Securities such Investor would have been entitled to transfer to the prospective purchaser under Section 10 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions:. (ai) The price per share at which the shares Equity Securities are to be sold by the Non-Selling Investor to the Selling Stockholder Transferor shall be equal to the price per share Offered Share that would have been paid by the prospective purchaser to such Investor and the Selling Stockholder Transferor in the Prohibited Transfer. The Selling Stockholder Transferor shall also reimburse each Non-Selling Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling such Investor’s rights under this Section 5.2Sections 8 through 12. (bii) Within ninety sixty (9060) calendar days after the later of the dates on which the Non-Selling an Investor (ix) received notice of the Prohibited Transfer or (iiy) otherwise became becomes aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Transferor an instrument of transfer and either the certificate or certificates representing shares Equity Securities to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer. (c) , or an affidavit of lost certificate. The Selling Stockholder Transferor shall, within twenty-four (24) hours of delivery immediately upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2foregoing, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) expenses, in cash by wire transfer of immediately available funds or by other means acceptable to the Non-Selling such Investor. . The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (d5) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securitiesdays reissue certificates, as applicable, in violation of Section 2.3 hereof shall be void to the Transferor and such Investor reflecting the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares Equity Securities held by the Non-Selling Investors, voting together as a separate classthem following giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Founder who effected the type and Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Shares Registrable Securities, as applicable, Common Stock of the Company (either directly or through delivery of convertible Series A Preferred Stock) equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms term and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder Founder in the Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s 's rights under this Section 5.22. (b) Within ninety (90) calendar In order to exercise the put option created under this Section 2, an Investor must, within 20 days after the later of the dates date on which the Non-Selling Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2Section 2.2(b), immediately pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expense, as specified in subparagraph 5.2(a) in cash Section 2.2(a), by certified check or by other means acceptable bank draft made payable to the Non-Selling order of such Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In Notwithstanding Section 1.5 hereof, in the event of a ---------- Prohibited Transfer, each Non-Selling the other Investor shall have the right to sell to the Selling Stockholder Violating Investor the type and number of shares of Subject Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling such Investor would have been entitled to transfer sell to the purchaser Violating Investor or transferee under Section 1.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such This sale shall be made on the following terms and conditions: (a) The price per share at which the shares Subject Shares are to be sold by the Non-Selling Investor to the Selling Stockholder Violating Investor shall be equal to the price per share (on an as-converted basis) paid by the purchaser transferee to the Selling Stockholder Violating Investor in the Prohibited Transfer. The Selling Stockholder Violating Investor shall also reimburse each Non-Selling Investor the Investors for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s Investors' rights under this Section 5.21. (b) Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor Investors: (i) received receive notice of the Prohibited Transfer Transfer; or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor shallthe Investors, if exercising the option created hereby, shall deliver to the Selling Stockholder Violating Investor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Violating Investor shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor the Investors pursuant to this subparagraph 5.2Section 1.6, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 1.6(a), in cash or by other means acceptable to the Non-Selling other Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder such Founder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Founder in the such Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling Investor Investors for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investor’s 's rights under this Section 5.22.4. (bd) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling an Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) The Selling Stockholder Such Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(c), in cash or by other means acceptable to the Non-Selling Investor. (df) Notwithstanding the foregoing, any attempt by the Selling Stockholder a Founder to transfer Shares Registrable Securities, as applicable, Transfer Founder Stock in violation of Section 2.3 2 hereof shall be void voidable at the option of a majority in interest of the Investors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, shares without the written consent of the holders of at least a majority in interest of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event that a Key Holder should sell any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.2 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder such Key Holder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser under Section 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) : The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Key Holder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Key Holder in the such Prohibited Transfer. The Selling Stockholder Key Holder shall also reimburse each Non-Selling Investor Investors for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.2. (b) 2.4. Within ninety (90) calendar 90 days after the later of the dates date on which the Non-Selling an Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder . Such Key Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2Section 4.1, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.1(c), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor The MSO shall have the right option (the "Put Option") to sell to require the Selling Stockholder New PC, upon termination of the type and number Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of shares the Term of Shares Registrable Securitiesthe Management Services Agreement, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditionsto: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Selling Investor’s rights under this Section 5.2.month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within ninety (90) calendar days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Selling Investor (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with Dr. Feldman contemplated thereunder, and any goodwill and ot▇▇▇ ▇▇▇▇▇▇ible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.and any goodwill and other intangible assets; and (c) The Selling Stockholder shallAssume all debt and all contracts, within twenty-four (24) hours of delivery payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Feldman at least twenty (20) calendar days prior to the date ▇▇▇▇▇▇▇▇▇ in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent payment of the holders amounts computed under Clauses (a) and (b) of at least a majority of this Section 2 (collectively, the shares held by the Non-Selling Investors, voting together as a separate class"Put Price").

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor Electing Holder shall have the right (but shall not be obligated) to sell to the Selling Stockholder Holder who made the type and Prohibited Transfer a number of shares of Shares Registrable Securities, as applicable, Common Stock of the Company equal to the number of shares each Non-Selling Investor the Electing Holder would have been entitled to transfer to the proposed purchaser had in the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Section 2.3 of this Agreement3 assuming such Electing Holder elected to exercise its co-sale rights under Section 3 to their fullest extent. Such sale shall be made on the following terms and conditions: (a) 3.5.1 The price per share at which the shares are to be sold by the Non-to any such Selling Investor to the Selling Stockholder Holder shall be equal to the price per share paid by the purchaser to the such Selling Stockholder Holder in the Prohibited Transfer. The Such Selling Stockholder Holder shall also reimburse each Non-Selling Investor the Electing Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investorsuch Electing Holder’s rights under this Section 5.23.5. (b) 3.5.2 Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor Electing Holder (i) received notice from such Selling Holder of the Prohibited Transfer or (ii) otherwise became aware have actual knowledge of the Prohibited Transfer, each Non-Selling Investor the Electing Holder shall, if exercising the put option created hereby, deliver to the such Selling Stockholder Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Electing Holder to exercise the put option in such ninety (90) day period shall constitute a waiver of the Electing Holder’s right under this Section 3.5. (c) The 3.5.3 Such Selling Stockholder Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor the Electing Holder, pursuant to this subparagraph 5.2Section 3.5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or reimbursable under Section 3.5.1, by other means acceptable check made payable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder order of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classElecting Holder.

Put Option. In the event of a Prohibited TransferTransfer by a Selling Holder, each Non-Selling Investor Ash shall have the right to sell to such Selling Holder, and, if such right is exercised, such Selling Holder shall have the Selling Stockholder the type and obligation to purchase from Ash a number of shares of Shares Registrable Securities, as applicable, common stock (including preferred stock convertible into common stock) equal to the number of shares each Non-Selling Investor Ash would have been entitled to transfer to the purchaser had Buyer in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-to such Selling Investor to the Selling Stockholder Holder shall be equal to the price per share paid by the purchaser Buyer to the such Selling Stockholder Holder in the Prohibited Transfer. The Such Selling Stockholder Holder shall also reimburse each Non-Selling Investor Ash for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s Ash's rights under this Section 5.2Section. (b) Within ninety (90) calendar 20 days after the later of the dates on which the Non-Selling Investor Ash (i) received notice from such Selling Holder of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor Ash shall, if exercising the put option created hereby, deliver to the such Selling Stockholder Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Such Selling Stockholder Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2Ash, immediately pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer thereof and the amount of reimbursable fees and expenses expense, as specified in subparagraph 5.2(a) in cash above, by certified check or by other means acceptable bank draft made payable to the Non-Selling Investor. (d) order of Ash. Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, shares of the Company in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classshares.

Put Option. (a) In the event that a Major Selling Common Holder should sell any Common Holder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Major Selling Common Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the such Major Selling Stockholder Common Holder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares are to be sold by the Non-Selling Investor to the Major Selling Stockholder Common Holder shall be equal to the price per share paid by the purchaser to the such Major Selling Stockholder Common Holder in the such Prohibited Transfer. The Major Selling Stockholder Common Holder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.22.4. (bd) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling an Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Investor shall, if exercising the option created hereby, deliver to the Major Selling Stockholder Common Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) The Such Major Selling Stockholder Common Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph Section 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 5.2(c), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event a Key Holder shall Transfer any Key Holder Stock in contravention of the co-sale rights of the Major Investors under Section 2.4 hereof (a “Prohibited Transfer”), each Non-Selling Investor Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to the Selling Stockholder such Key Holder the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Major Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Key Holder shall be equal to the price per share paid by the purchaser to the Selling Stockholder such Key Holder in the such Prohibited Transfer. The Selling Stockholder Key Holder shall also reimburse each Non-Selling Major Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Major Investor’s rights under this Section 5.22.4 hereof. (b) Within ninety (90) calendar days after the later of the dates date on which the Non-Selling a Major Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Major Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Such Key Holder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor a Major Investor, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(a), in cash or by other means acceptable to the Non-Selling Major Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder a Key Holder to transfer Shares Registrable Securities, as applicable, Transfer Key Holder Stock in violation of Section 2.3 2 hereof shall be void voidable at the option of a majority in interest of the Major Investors if a majority in interest of the Major Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, shares without the written consent of the holders of at least a majority in interest of the shares held by the Non-Selling Major Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor The MSO shall have the right option (the "Put Option") to sell to require the Selling Stockholder PC, upon termination of the type and number Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of shares the Term of Shares Registrable Securitiesthe Management Services Agreement, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditionsto: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Office, including all replacements and additions thereto made by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as of the Non-Selling Investor’s rights under this Section 5.2.end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Office, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within ninety (90) calendar days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Selling Investor (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with Dr. Villa contemplated thereunder, and any ▇▇▇▇▇▇▇▇ and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.and any goodwill and other intangible assets; and (c) The Selling Stockholder shallAssume all debt and all contracts, within twenty-four (24) hours of delivery payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Office. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the PC and Dr. Villa at least twenty (20) calendar days ▇▇▇▇▇ ▇▇ the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent payment of the holders amounts computed under Clauses (a) and (b) of at least a majority of this Section 2 (collectively, the shares held by the Non-Selling Investors, voting together as a separate class"Put Price").

Put Option. In (a) Subject to Section 3.1 hereof, at any time on and from the event earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a Prohibited Transfer▇▇▇▇▇▇ Insolvency Event, each Non-Selling Investor until the date falling 36 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Selling Stockholder Purchaser the type Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of shares times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of Shares Registrable Securitieseach of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as applicableadjusted to take into account any stock split, equal to reverse stock split, stock dividend, reorganisation or similar event affecting the number of shares Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each Non-Selling Investor would have been entitled to transfer to case, for the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.2Option Exercise Price. (b) Within ninety (90) calendar days after The Put Exercise Percentage set out in each Exercise Notice shall not exceed the later of the dates on which the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transferPut Exercise Percentage Cap. (c) The Selling Stockholder shall, within twenty-four (24) hours of delivery of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. (a) In the event that an Investor should sell any Investor Stock in contravention of the co-sale rights of each Qualified Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Qualified Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Selling Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Non-Selling Qualified Investor shall have the right to sell to the such Selling Stockholder Investor the type and number of shares of Shares Registrable Securities, as applicable, Common Stock equal to the number of shares each Non-Selling Qualified Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Investor shall be equal to the price per share paid by the purchaser to the such Selling Stockholder Investor in the such Prohibited Transfer. The Selling Stockholder Investor shall also reimburse each Non-Selling Qualified Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Qualified Investor’s rights under this Section 5.22.4. (bd) Within ninety (90) calendar 90 days after the later of the dates date on which the Non-Selling a Qualified Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling such Qualified Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Investor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) The Such Selling Stockholder Investor shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor a Qualified Investor, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) Section 4.2(c), in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each the Non-Selling Investor Participating Investors shall have the right option to sell to the Selling Stockholder the type and Proposed Seller a number of shares of Shares Registrable Securities, as applicable, Common Stock of the Company (either directly or through conversion and delivery of Series A Preferred Stock) equal to the number of shares each that the Non-Selling Investor Participating Investors would have been entitled to transfer to the purchaser sell had the such Prohibited Transfer been effected pursuant to and in compliance accordance with the terms of Section 2.3 of this Agreement. Such sale shall be made 1.3 hereof, on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Proposed Seller shall be equal to the price per share paid to the Proposed Seller by the third party purchaser to or purchasers of the Selling Stockholder in the Prohibited TransferProposed Seller's Stock. The Selling Stockholder Proposed Seller shall also reimburse each the Non-Selling Investor Participating Investors exercising the put option for any and all fees and expenses, including reasonable out-of-pocket legal fees and expenses, expenses incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.23. (b) Within ninety The Non-Participating Investors shall deliver to the Proposed Seller, within thirty (9030) calendar days after the later of the dates on which the Non-Selling Investor (i) they have received notice of from the Prohibited Transfer Proposed Seller or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfertransfer (or accompanied by duly executed stock powers). (c) The Selling Stockholder Proposed Seller shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2repurchased shares, pay the aggregate purchase price paid therefor provided for in this Article 3, by delivery of consideration in the purchaser to same form such Proposed Seller received for the Selling Stockholder Stock sold in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to shall reimburse the Non-Selling InvestorParticipating Investors for any additional expenses, including legal fees and expenses, incurred in effecting such purchase and resale. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor The MSO shall have the right option (the "Put Option") to sell to require the Selling Stockholder New PC, but not ▇▇. ▇▇▇▇▇▇ individually, upon termination of the type and number Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of shares the Term of Shares Registrable Securitiesthe Management Services Agreement, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditionsto: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Selling Investor’s rights under this Section 5.2.month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within ninety (90) calendar days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Selling Investor (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.and any goodwill and other intangible assets; and (c) The Selling Stockholder shallAssume all debt and all contracts, within twenty-four (24) hours of delivery payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent payment of the holders amounts computed under Clauses (a) and (b) of at least a majority of this Section 2 (collectively, the shares held by the Non-Selling Investors, voting together as a separate class"Put Price").

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor The MSO shall have the right option (the "Put Option") to sell to require the Selling Stockholder New PC, upon termination of the type and number Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of shares the Term of Shares Registrable Securitiesthe Management Services Agreement, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditionsto: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Selling Investor’s rights under this Section 5.2.month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within ninety (90) calendar days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Selling Investor (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.and any goodwill and other intangible assets; and (c) The Selling Stockholder shallAssume all debt and all contracts, within twenty-four (24) hours of delivery payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent payment of the holders amounts computed under Clauses (a) and (b) of at least a majority of this Section 2 (collectively, the shares held by the Non-Selling Investors, voting together as a separate class"Put Price").

Put Option. In (a) Subject to Section 3.1 hereof, at any time on and from the event earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a Prohibited Transfer▇▇▇▇▇▇ Insolvency Event, each Non-Selling Investor until the date falling 12 months from the date hereof (the “Option Period”), the Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Selling Stockholder Purchaser the type Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of each Investment (which Option may be exercised any number of shares times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of Shares Registrable Securitieseach of the following: (i) ownership of all Note provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith obtained or accruing on and from the Original Put Option Date, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as applicableadjusted to take into account any stock split, equal to reverse stock split, stock dividend, reorganisation or similar event affecting the number of shares Note, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each Non-Selling Investor would have been entitled to transfer to case, for the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.2Option Exercise Price. (b) Within ninety (90) calendar days after The Put Exercise Percentage set out in each Exercise Notice shall not exceed the later of the dates on which the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transferPut Exercise Percentage Cap. (c) The Selling Stockholder shall, within twenty-four (24) hours of delivery of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor selling Shareholder shall have the right to sell Transfer to the Selling Stockholder Shareholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Investor selling Shareholder would have been entitled to transfer Transfer to the purchaser transferee had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale Transfer shall be made on the following terms and conditions: (a) The price per share at which the shares Shares are to be sold by the Non-Selling Investor to the Selling Stockholder Transferred shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. , provided, that if the price per share paid by the purchaser was not determined in an arms length transaction or no consideration was paid for the Shares Transferred in the Prohibited Transfer, the price per share to be paid by the Selling Shareholder for the Shares shall be the fair market value of the Shares as determined by the Board of Directors of the Company or, if the Board of Directors cannot agree, as determined by an independent business valuation firm engaged by the Company to determine such fair market value. (b) The Selling Stockholder Shareholder shall also reimburse each Non-Selling Investor selling Shareholder and the Company for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Selling Investorselling Shareholder’s rights under this Section 5.2ARTICLE II, within five (5) days after receipt of a written demand for reimbursement, in cash or by other means acceptable to the Non-selling Shareholder or the Company as the case may be. (bc) Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor selling Shareholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor selling Shareholder shall, if exercising the option created hereby, deliver to the Selling Stockholder Shareholder the certificate or certificates representing shares the Shares to be soldTransferred, each certificate to be properly endorsed for transfer. (cd) The Selling Stockholder Shareholder shall, within twenty-four five (245) hours of delivery days after receipt of the certificate or certificates for the shares Shares to be sold Transferred by an a Non-Selling Investor selling Shareholder, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses therefor, as specified in subparagraph 5.2(a) Section 4.2(a), in cash or by other means acceptable to the Non-Selling Investorselling Shareholder. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder Founder who effected the type and Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Shares Registrable Common Stock of the Company (either directly or through purchase of Convertible Securities, as applicable, ) equal to the number of shares each Non-Selling Investor would have been entitled to transfer sell to the purchaser had in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder Founder in the Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s 's rights under this Section 5.22. (b) Within ninety twenty (9020) calendar business days after the later of the dates on which the Non-Selling Investor Investors (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the put option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor Investor, pursuant to this subparagraph 5.2Section 2.2(b), immediately pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) in cash Section 2.2(a), by certified check, wire transfer or by other means acceptable bank draft made payable to the Non-Selling order of such Investor. (d) Notwithstanding the foregoingNOTWITHSTANDING THE FOREGOING, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classANY ATTEMPT TO TRANSFER SHARES OF THE COMPANY IN VIOLATION OF SECTION 1 HEREOF SHALL BE VOID AND THE COMPANY AGREES IT WILL NOT EFFECT SUCH A TRANSFER NOR WILL IT TREAT ANY ALLEGED TRANSFEREE AS THE HOLDER OF SUCH SHARES WITHOUT THE WRITTEN CONSENT OF THE INVESTORS. THE COMPANY AND THE FOUNDERS AGREE THAT ANY AND ALL CERTIFICATES REPRESENTING ANY SHARES OR OTHER SECURITIES OF THE COMPANY HELD FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT SHALL BEAR A LEGEND REFERENCING THE RESTRICTIONS IMPOSED BY THIS AGREEMENT.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor the Holder shall have the right to sell to the Selling Stockholder the type and Shareholder engaging in such Prohibited Transfer that number of shares of Common Shares Registrable Securities, as applicable, or Convertible Securities owned by the Holder equal to the number of shares each Non-Selling Investor the Holder would have been entitled to transfer to the purchaser had purchase offeror in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares such Common Shares or Convertible Securities are to be sold by the Non-Selling Investor to the Selling Stockholder Shareholder shall be equal or equivalent to the price per share paid by the purchaser purchase offeror to the Selling Stockholder Shareholder in the Prohibited Transfer. The Selling Stockholder Shareholder shall also reimburse each Non-Selling Investor the Holder for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s Holder's rights under this Section 5.23. (b) Within ninety thirty (9030) calendar days after the later earlier of the dates date on which the Non-Selling Investor Holder (i) received notice receives Notice from a Shareholder of the a Prohibited Transfer Transfer, or (ii) otherwise became becomes aware of the a Prohibited Transfer, each Non-Selling Investor the Holder shall, if exercising the put option created hereby, deliver to the Selling Stockholder such Shareholder the certificate or certificates representing shares Common Shares or Convertible Securities to be soldsold hereunder, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Such Shareholder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares Common Shares or Convertible Securities to be sold by an Non-Selling Investor a Holder pursuant to this subparagraph 5.2Section 3.2, free and clear of all adverse claims, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) in cash Section 3.2(a), by certified or by other means acceptable cashier's check made payable to the Non-Selling Investororder of the Holder. (d) Notwithstanding the foregoing, any attempt by to Transfer shares of the Selling Stockholder to transfer Shares Registrable Securities, as applicable, Company in violation of Section 2.3 hereof the terms of this Agreement shall be void and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, Securities without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate classHolder.

Put Option. In the event of a Prohibited Transfer, each Non-Selling the Investor shall have the right to sell to the Selling Stockholder Founder, and, if such right is exercised, the type and Founder shall have the obligation to purchase from the Investor, a number of shares of Shares Registrable Common Stock of the Company (either directly or through delivery of Co-Sale Securities, as applicable, ) equal to the number of shares each Non-Selling the Investor would have been entitled to transfer to the purchaser had in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreementhereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder Founder shall be equal to the price per share paid by the purchaser to the Selling Stockholder Founder in the Prohibited Transfer. The Selling Stockholder Founder shall also reimburse each Non-Selling the Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s 's rights under this Section 5.22. (b) Within ninety (90) calendar In order to exercise the put option created under this Section 2, the Investor must, within 20 days after the later of the dates date on which the Non-Selling Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Selling Stockholder Founder shall, within twenty-four (24) hours of delivery upon receipt of the certificate or certificates for the shares to be sold by an Non-Selling Investor the Investor, pursuant to this subparagraph 5.2Section 2.2(b), promptly pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(a) in cash Section 2.2(a), by certified check or by other means acceptable bank draft made payable to the Non-Selling order of the Investor. (d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.

Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall Preferred Holder will have the right to sell to the Selling Stockholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Investor such Preferred Holder would have been entitled to transfer to the purchaser had the Prohibited Transfer (under Section 2.3 hereof) been effected pursuant to and in compliance with the terms of Section 2.3 and conditions of this Agreement. Such sale shall will be made on the following terms and conditions: (a) The the price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall will be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall will also reimburse each Non-Selling Investor such Preferred Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling InvestorPreferred Holder’s rights under this Section 5.2.2; (b) Within within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor a Preferred Holder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shallsuch Preferred Holder will, if exercising the option created hereby, deliver have available for delivery to the Selling Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer or accompanied by an executed stock power to effect such transfer.; (c) The the Selling Stockholder shallwill, within twenty-four (24) hours upon receipt of delivery notice of the availability of the certificate or certificates for the shares Shares to be sold by an Non-Selling Investor a Preferred Holder, pursuant to this subparagraph 5.2Section 4.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer therefor and the amount of reimbursable fees and expenses expenses, as specified in subparagraph 5.2(aSection 4.2(a) hereof, in cash or by other means acceptable to the Non-Preferred Holder, and the Preferred Holder will deliver to the Selling Investor. (d) Stockholder the certificate or certificates for the Shares to be sold pursuant to this Section 4.2; and Notwithstanding the foregoing, any attempt by the a Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 2 hereof shall will be void voidable at the option of a majority in interest of the Preferred Holders, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the prior written consent of the holders of at least a majority in interest of the shares held by the Non-Selling Investors, voting together as a separate class.Preferred Holders