Common use of Put Option Clause in Contracts

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1In the event of a Prohibited Transfer by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Purchaser hereby irrevocably grants Such sale shall be made on the following terms and conditions: 15.6.1 The price per share at which the Shares are to Mosaic a be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6. 15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to sell all such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled Holder to exercise the Put Option within put option in such 90-day period shall constitute a term waiver of 10 Business Days following the Final Exercise DateHolder’s right under this Section 15.6. 15.6.3 Such Principal Shareholder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the Shares to be sold by Purchaserthe Holder, Mosaic shall transfer or cause pursuant to Section 15.6.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayfees and expenses reimbursable under Section 15.6.1, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited by check or wire transfer made payable to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer order of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Holder.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and all or a portion of the number of Equity Holdings for Securities equal to the Purchase Price, number of 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 hereof. Such sale shall be made on the following terms and conditions. (i) The price per share at which the Equity Securities are to be exercised at sold to the time Transferor shall be equal to the price per Offered Share that would have been paid by the prospective purchaser to such Investor and the Transferor in the manner Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable and documented fees and expense, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of such Investor’s rights under Sections 8 through 12. (ii) Within sixty (60) days after the “Put Option” andlater of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, together with such Investor shall, if exercising the Call Optionoption created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing Equity Securities to be sold under this Section 13 by such Investor, each and indistinctly certificate to be properly endorsed for transfer, or an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term affidavit of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”)lost certificate. The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon Transferor shall, immediately upon receipt of the Reorganization Completion Notice by Purchaserforegoing, Mosaic shall transfer or cause pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the cash by wire transfer of immediately available funds or by other means acceptable to 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 (5) days reissue certificates, as applicable, to the Closing Transferor and such Investor reflecting the Equity Holdings and/or fail Securities held by them following giving effect to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such transfer.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Non-Selling Investor shall have the right to sell all to the Selling Stockholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the Equity Holdings for number of shares each Non-Selling Investor would have been entitled to transfer to the Purchase Price, 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 exercised at sold by the time and 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 manner 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 conditions set forth herein (exercise or the “Put Option” and, together with attempted exercise of the Call Option, each and indistinctly an “Option”)Non-Selling Investor’s rights under this Section 5.2. 3.2. Mosaic shall be entitled to exercise (b) Within ninety (90) calendar days after the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser later of the bank account(s) to dates on which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, Non-Selling Investor (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt received notice of the Put Option Notice 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 Purchaseran Non-Selling Investor pursuant to this subparagraph 5.2, then Mosaic shall be liable pay the aggregate purchase price paid by the purchaser to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) the Selling Stockholder in the Prohibited Transfer and the amount of US$250,000.00 per dayreimbursable 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, for 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 maximum transfer nor will it treat any alleged transferee as the holder of fifteen (15) dayssuch Shares or Registrable Securities, which total amount shallas applicable, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing without the Closing, fail to accept the transfer written consent of the Closing Equity Holdings and/or fail to transfer holders of at least a majority of the Purchase Price within shares held by the above mentioned 5Non-Business Day period then Purchaser shall be liable to Mosaic for Selling Investors, voting together as a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00separate class.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell all to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the price per share at which the Equity Holdings for the Purchase Price, Securities are to be exercised at the time and in the manner and pursuant sold shall be equal to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term greater of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take price per share paid by the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) transferee in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; Prohibited Transfer and (ii) should Purchaser, the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any reason whatsoeverand all fees and expenses, other than in compliance with court’s including legal fees and expenses, incurred pursuant to the exercise or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer attempted exercise of the Closing Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Holdings and/or fail Securities to transfer be sold, each certificate to be properly endorsed for transfer; (c) the Purchase Price within Breaching Shareholder shall, upon receipt of the above mentioned 5certificate or certificates for the Equity Securities to be sold by the Non-Business Day period then Purchaser shall be liable Breaching Shareholders, pursuant to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”this Section 4.2, não compensatória) in pay the aggregate purchase price therefor and the amount of US$250,000.00 per dayreimbursable fees and expenses, for as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a maximum Breaching Shareholder to transfer Equity Securities in violation of fifteen (15) daysSections 2 or 3 hereof shall be void, which total amount shall, therefore, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be limited deemed to US$3,750,000.00be consent to or ratification of a violation of Section 2 hereof.

Put Option. 3.1. Purchaser hereby irrevocably grants The MSO shall have the option (the "Put Option") to Mosaic a put option to sell require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at book value all of the Equity Holdings for the Purchase Priceleasehold improvements, to be exercised fixtures, furniture, furnishings and equipment comprising or located at the time Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the 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 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) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the manner applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and pursuant any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the conditions set forth herein (performance of its obligations under the “Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option” and, together with the Call Option, each MSO shall give written notice of such election to the New PC and indistinctly an “Option”). 3.2▇▇. Mosaic shall be entitled ▇▇▇▇▇▇▇ at least twenty (20) calendar days prior to exercise the date specified in such notice as the date for the closing of the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to Option. Any exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic the MSO shall be liable to Purchaser for a non compensatory penalty made by an aggregate payment of the amounts computed under Clauses (“multa ▇▇ ▇▇▇▇”, não compensatóriaa) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (iib) should Purchaserof this Section 2 (collectively, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00"Put Price").

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic If a put option Prohibited Transfer occurs, in respect of Section 9.1(i), each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell all to the Transfer or the Shares such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of the Equity Holdings Co-Sale but for the Purchase PriceProhibited Transfer (such Shares, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option NoticeShares”). The foregoing sale to the Transferor shall be made on the following terms and conditions: (i) the price per share of each Put Option Notice Share shall also inform Purchaser be equal to the price per share specified in the Transfer Notice; provided that the Transferor shall reimburse such Co-Sale Holder any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the bank account(sRights of Co-Sale and the rights under this Section 9; and (ii) within ninety (90) days following the Prohibited Transfer, such Co-Sale Holder who has elected to which exercise its put option under this Section 9 shall deliver to such Transferor an instrument of transfer and one or more certificates representing the Purchase Price shall Shares to be transferred. 3.3sold under this Section 9, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. Upon Such Transferor shall, upon receipt of the Reorganization Completion Notice foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses (if any), in cash by Purchaser, Mosaic shall transfer or cause the wire transfer of immediately available funds or by any other means acceptable to such Co-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 (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the Closing Equity Holdings Shares held by each of them giving effect to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt sale of the Put Option Notice by Purchaser, then Mosaic shall be liable Shares to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) such Transferor contemplated in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00this Section 9.1.

Put Option. 3.1. Purchaser (a) The Company and STC hereby irrevocably grants jointly and severally agree to Mosaic a put option to sell all purchase any Shares owned by Cinergy or any Management Investor if (a) the transactions contemplated by the Subscription Agreement are consummated after termination of the Equity Holdings Merger Agreement and (b) such Stockholder shall have given notice of its intent to exercise its put rights under this Section 2.7 within twenty business days of the date the transactions contemplated by the Subscription Agreement are consummated. (b) Parent or STC, as the 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 certificates representing the put Common Stock, (x) $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 put Shares multiplied by the highest applicable U.S. federal and state income tax rate applicable to such Stockholder (plus in each case a full gross-up to account for the Purchase Price, to be exercised at the time and in the manner and pursuant additional amount equal to the conditions set forth herein taxes payable at such highest applicable rate on the amounts payable under this clause (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”y) including this parenthetical phrase). 3.2. Mosaic (c) Each Stockholder exercising their put rights under this Section 2.7 shall deliver to Parent or STC, as the case may be, at a closing to be entitled to held at the offices of Parent on the fifth business day following Parent's receipt of notice of such Stockholder's exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise put rights under this Section 2.7 (or such other date and place as the Put Option parties agree), one or more certificates, properly endorsed for transfer, which represent all the Shares owned by such Stockholder, and require Purchaser to acquire each such Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable given each such Stockholder's percentage ownership in the Equity Holdings on Parent in the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser context of the bank account(sproposed sale, including without limitation representations and warranties (and indemnities with respect thereto) to which that the Purchase Price shall be transferred. 3.3. Upon receipt transferee of the Reorganization Completion Notice by PurchaserShares (or interests therein) is receiving title to such Shares (or interests therein), Mosaic shall transfer or cause the transfer free and clear of the Closing Equity Holdings to Purchaserall pledges, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreementsecurity interests, (i) should Mosaic, for any reason whatsoeveradverse claims, other than in compliance with court’s liens or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to restrictions on transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the restrictions on transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00under applicable securities laws).

Put Option. 3.1. Purchaser hereby irrevocably grants 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 Mosaic a 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 Investor shall have the right to sell all to the Founder the type and number of shares of Common Stock equal to the Equity Holdings for number of shares such Investor would have been entitled to transfer to the Purchase Price, purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be exercised at sold to the time and Founder shall be equal to the price per share paid by the purchaser to the Founder in the manner Prohibited Transfer. The Founder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of the Investor’s rights under Section 3. (b) Within thirty (30) days after the “Put Option” andlater of the date the Investor received written notice of the Prohibited Transfer, together with or otherwise became aware of the Call OptionProhibited Transfer, each and indistinctly an “Option”)Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) The Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaseran Investor, Mosaic shall transfer or cause pursuant to this subsection 6.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for as specified in subsection 6.2(a), in cash or by other means acceptable to the Investor. (d) Notwithstanding the foregoing, any attempt by a maximum Founder to transfer Founder’s Stock in violation of fifteen (15) days, which total amount shall, therefore, Section 3 hereof shall be limited to US$3,750,000.00; void and (ii) should Purchaser, for the Company agrees it will not effect such a transfer nor will it treat any reason whatsoever, other than alleged transferee as the holder of such shares without the vote or written consent of a majority in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer interest of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Investors.

Put Option. 3.1. Purchaser hereby irrevocably grants 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-Transferring Key Executive, in addition to Mosaic a put option such other remedies as may be available at law, in equity or hereunder, shall have the right to sell all to such Key Holder Transferor the type and number of shares of the Equity Holdings Common Shares equal to the number of shares each Preferred Holder or Non-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 hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold to the Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof. (b) Within sixty (60) days after the date on which a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, deliver to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the Purchase Price, shares to be exercised sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicable. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation of Section 2 hereof shall be voidable at the time option of a majority in interest of the Preferred Holders and Non-Transferring Key Executives if a majority in interest of the manner Preferred Holders and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled Non-Transferring Key Executives do not elect to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaserput option set forth in this Section 4.2, and the Purchaser shall accept Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the transfer holder of such shares without the written consent of a majority in interest of the Closing Equity Holdings on the Closing DatePreferred Holders and Non-Transferring Key Executives. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1. Purchaser hereby irrevocably grants In order to Mosaic a put option to sell all of exercise the Equity Holdings for the Purchase PricePut Option, to be exercised at the time and in the manner and pursuant to the conditions set forth herein each exercising Médical Shareholder or Warrant Holder shall give written notice (the “Put Option” andNotice”) to Holding Corp. Such Put Notice shall specify the date upon which the Put Option will be exercised (the “Put Closing Date”) and include a representation that such Médical Shareholder or Warrant Holder owns all right, together title or interest in and to the Shareholder Médical Stock or Médical Warrants, as applicable, to be exchanged, free and clear of all mortgages, liens, loans, claims, security interests and other encumbrances, and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation. Upon receipt of the Put Notice, Holding shall, to the extent it may lawfully do so, exchange such Médical Shareholder’s Shareholder Médical Stock or such Warrant Holder’s Médical Warrants, as applicable, for securities of Holding Corp. in such types and amounts as calculated pursuant to Section 2.02. The shares of Holding Corp. acquired pursuant to the exercise of the Call Option or Put Option hereunder shall not be transferred by the Médical Shareholders or Warrant Holders acquiring such shares except in accordance with the Call Optionrestrictions on transfers of shares held by the Stockholders (as defined in the Amended and Restated First Refusal and Co-Sale Agreement, each dated as of September 11, 2007 by and indistinctly an among Holding Corp. and the entities listed on Schedules A and B thereto, as amended from time to time (the “OptionFirst Refusal and Co-Sale Agreement”). 3.2), contained in Section 1 of the First Refusal and Co-Sale Agreement. Mosaic Any purported sale, assignment, pledge, encumbrance or other transfer in violation of the First Refusal and Co-Sale Agreement shall be entitled void and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such shares. In the event that holders of at least sixty percent of the shares of the capital stock of Médical listed on Schedule A hereto elect to exercise the Put Option within a term of 10 Business Days following the Final Exercise Datehereunder, upon delivery of a written notice to Purchaser of its decision each Médical Shareholder and Warrant Holder agrees to exercise the Put Option with respect to the shares of Shareholder Médical Stock and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice Médical Warrants held by Purchaser, Mosaic shall transfer such Médical Shareholder or cause the transfer of the Closing Equity Holdings to PurchaserWarrant Holder, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa hereby appoints ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited their respective attorney-in-fact to US$3,750,000.00exercise such Put Option.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Investor shall have the right to sell all to the Violating Stockholders a number of shares of Stock (either directly or through delivery of any class of convertible preferred stock) equal to the Equity Holdings for number of shares each Investor would have been entitled to transfer to the Purchase Price, to be exercised at the time and purchaser in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following conditions: (a) The price per share at which the “Put Option” andshares are to be sold to the Violating Stockholders shall be equal to the price per share paid by the purchaser to the Violating Stockholders in the Prohibited Transfer. The Violating Stockholders shall also reimburse each Investor for any and all fees and expenses, together with including legal fees and expenses, incurred pursuant to the Call Optionexercise or the attempted exercise of such Investor’s rights under this Agreement. (b) Within ninety (90) days after the later of the dates on which the Investors (i) received notice from the Violating Stockholders of the Prohibited Transfer, or (ii) otherwise become aware of the Prohibited Transfer, each and indistinctly an “Option”)Investor shall, if exercising the put option created hereby, deliver to the Violating Stockholders the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) The Violating Stockholders shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaseran Investor, Mosaic shall transfer or cause pursuant to this Section 2.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum as specified in Section 2.2(a), by certified check or bank draft made payable to the order of fifteen such Investor. (15d) daysNotwithstanding the foregoing, which total amount shall, therefore, be limited any attempt to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer shares of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser Company in violation of Article I hereof shall be liable to Mosaic for void and the Company agrees it will not effect such a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in transfer nor will it treat any alleged transferee as the amount holder of US$250,000.00 per day, for a maximum such shares without the written consent of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00the Investors.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Non-Selling Stockholder shall have the right to sell all to the Selling Stockholder the number of Equity Securities equal to the number of Equity Securities each Non-Selling Stockholder would have been entitled to transfer to the purchaser had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) the price per share at which the Equity Holdings for the Purchase Price, Securities are to be exercised at the time sold shall be equal to t he price per share paid by t he purchaser in t he Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Stockholder for any and in the manner all fees and expenses, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of t he Non-Selling Stockholder's rights under Section 2; (b) within ninety (90) days after the “Put Option” and, together with later of the Call Optiondates on which the Non-Selling Stockholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each and indistinctly an “Option”).Non-Selling Stockholder shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; 3.2. Mosaic shall be entitled to exercise (c) the Put Option within a term of 10 Business Days following the Final Exercise DateSelling Stockholder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the Equity Securities to be sold by Purchasera Non-Selling Stockholder, Mosaic shall transfer or cause pursuant to this Section 4.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Selling Stockholder; and (d) notwithstanding t he foregoing, any attempt by a maximum Selling Stockholder t o transfer Equity Securities in violation of fifteen (15) days, which total amount shall, therefore, Section 2 hereof shall be limited to US$3,750,000.00; void and (ii) should Purchaser, for the Company agrees it will not effect such a transfer nor will it treat any reason whatsoever, other than alleged transferee as the holder of such Equity Securities without the written consent of a majority in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer interest of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5Non-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Selling Stockholders.

Put Option. 3.1. Purchaser hereby irrevocably grants (a) In the event that a Transferring Shareholder should sell any Shareholder Stock in contravention of the co-sale rights of each Non-Transferring Party under Section 3.4 of this Agreement (a “Prohibited Sale”), each Non-Transferring Party, in addition to Mosaic a such other remedies as may be available at law, in equity or under this Agreement, shall have the put option provided for below, and such Transferring Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Sale, each Non-Transferring Party shall have the right to sell all to such Transferring Shareholder the type and number of shares of Common Stock that is equal to the Equity Holdings for number of shares each Non-Transferring Party would have been entitled to Transfer to the Purchase Price, purchaser under Section 3.4 had the Prohibited Sale been effected pursuant to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together compliance with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance terms of this Agreement, . Such sale shall be made on the following terms and conditions: (i) should Mosaic, The price per share at which the shares are to be sold to the Transferring Shareholder shall be equal to the price per share paid by the purchaser to such Transferring Shareholder in such Prohibited Sale. The Transferring Shareholder shall also reimburse each Non-Transferring Party for any reason whatsoeverand all fees and expenses, other than including legal fees and expenses, incurred in compliance connection with courtthe exercise or the attempted exercise of such Non-Transferring Party’s or competition authorities’ orders and/or decisions, preventing rights under Section 3.4 and this Section 6.3. (ii) Within sixty (60) days after the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5date on which a Non-Business Day period following receipt Transferring Party received notice of the Put Option Notice Prohibited Sale or otherwise became aware of the Prohibited Sale, such Non-Transferring Party shall, if exercising the option provided for in this Section 6.3, tender to the Transferring Shareholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Transferring Shareholder shall, upon tender of the certificate or certificates for the shares to be sold by Purchasera Non-Transferring Party, then Mosaic shall be liable pursuant to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”this Section 6.3, não compensatória) in pay the aggregate purchase price and the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum of fifteen (15) daysas specified in Section 6.3(b)(i), which total amount shall, therefore, be limited in cash or by other means acceptable to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5Non-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Transferring Party.

Put Option. 3.1. Purchaser hereby irrevocably grants Without prejudice to Mosaic the other provisions hereof, if any shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Sections 11.1 through 11.3, then, so long as the Dragging Parties give their written consent, each holder of a put option Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right to sell require the Dissenting Member to purchase in cash up to all of the Equity Holdings Preferred Shares held by such holder at a price per Preferred Share equal to the amount that a holder of a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) would have received in respect of a Preferred Share had the Company been sold for the Purchase Price, to be exercised at the time and cash in the manner Approved Sale and the full proceeds therefrom available for distribution to the members of the Company were distributed to the members in accordance with Article 8.2(B) (Distribution on Trade Sale) of the Memorandum and Articles. The Dissenting Member shall also reimburse such holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the conditions set forth herein (exercise or the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to attempted exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3right of such holder of Preferred Shares under this Section 11.5. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of Within fifteen (15) daysdays after a holder of Preferred Shares delivers a notice to the Dissenting Member exercising the option created hereby, which total amount shallsuch holder of Preferred Shares shall deliver to the Dissenting Member the certificate or certificates representing Preferred Shares to be sold under this Section 11.5 by such holder of Preferred Shares properly endorsed for transfer, thereforeif certificated, be limited to US$3,750,000.00; plus an executed instrument of transfer and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept Dissenting Member shall pay immediately the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in aggregate purchase price therefor and the amount of US$250,000.00 per dayreimbursable fees and expenses, in each case, as provided for a maximum under this Section 11.5, in cash or by other means acceptable to such holder of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Preferred Shares.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and all or a portion of the number of Equity Holdings for Securities equal to the Purchase Price, number of 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 hereof. Such sale shall be made on the following terms and conditions. (i) The price per share at which the Equity Securities are to be exercised at sold to the time Transferor shall be equal to the price per Offered Share that would have been paid by the prospective purchaser to such Investor and the Transferor in the manner Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable and documented fees and expense, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of such Investor’s rights under Sections 8 through 12. 35 Shareholders’ Agreement (ii) Within sixty (60) days after the “Put Option” andlater of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, together with such Investor shall, if exercising the Call Optionoption created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing Equity Securities to be sold under this Section 13 by such Investor, each and indistinctly certificate to be properly endorsed for transfer, or an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term affidavit of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”)lost certificate. The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon Transferor shall, immediately upon receipt of the Reorganization Completion Notice by Purchaserforegoing, Mosaic shall transfer or cause pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the cash by wire transfer of immediately available funds or by other means acceptable to 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 (5) days reissue certificates, as applicable, to the Closing Transferor and such Investor reflecting the Equity Holdings and/or fail Securities held by them following giving effect to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such transfer.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer by a Selling Holder, Ash shall have the right to sell all to such Selling Holder, and, if such right is exercised, such Selling Holder shall have the obligation to purchase from Ash a number of shares of common stock (including preferred stock convertible into common stock) equal to the Equity Holdings for number of shares Ash would have been entitled to transfer to the Purchase Price, to be exercised at the time and Buyer in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Option” andshares are to be sold to such Selling Holder shall be equal to the price per share paid by Buyer to such Selling Holder in the Prohibited Transfer. Such Selling Holder shall also reimburse Ash for any and all fees and expenses, together with including legal fees and expenses, promptly following demand therefor, incurred pursuant to the Call Optionexercise or the attempted exercise of Ash's rights under this Section. (b) Within 20 days after the later of the dates on which Ash (i) received notice from such Selling Holder of the Prohibited Transfer, or (ii) otherwise become aware of the Prohibited Transfer, Ash shall, if exercising the put option created hereby, deliver to such Selling Holder the certificate or certificates representing shares to be sold, each and indistinctly an “Option”)certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) Such Selling Holder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by PurchaserAsh, Mosaic shall transfer or cause immediately pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price thereof and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expense, for a maximum as specified above, by certified check or bank draft made payable to the order of fifteen (15) daysAsh. Notwithstanding the foregoing, which total amount shall, therefore, be limited any attempt to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer shares of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser Company in violation hereof shall be liable to Mosaic for void and the Company agrees it will not effect such a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in transfer nor will it treat any alleged transferee as the amount holder of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such shares.

Put Option. 3.1. Purchaser hereby irrevocably grants (a) For a period of ten Business Days commencing on the 210th day following the Effective Date, the Company shall have the right, upon notice to Mosaic the Purchasers (a put option "Put Notice"), to sell all to each Purchaser a number of additional shares of Common Stock determined by dividing $3.5 million by 105% of the Equity Holdings average closing bid price of the Common Stock for the Purchase Price, to be exercised at the time and in the manner and pursuant five trading days prior to the conditions set forth herein Second Closing (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic which number shall be entitled subject to exercise equitable adjustment for stock splits, recombinations and similar events (in each instance the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the "Second Closing Date for the Purchase Price (the “Put Option Notice”Shares"). The Put Option Notice shall also inform Purchaser closing of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt purchase and sale of the Reorganization Completion Notice Second Closing Shares contemplated by Purchaserthis provision (the "Second Closing") shall take place at the offices of MZRL, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser450 Park Avenue, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this AgreementNew York, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇▇ ▇▇▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇ ▇▇ ▇▇▇ ▇▇▇▇”▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Day following receipt of the Put Notice, não compensatóriaor such earlier date agreed to in writing by the Purchasers and the Company. (b) At the Second Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing Second Closing Shares, registered in the amount name of US$250,000.00 per daysuch Purchaser, (2) a Securities Purchase Agreement in substantially the form of this Agreement (the "Second Closing Purchase Agreement"), (3) a Common Stock purchase warrant, in substantially the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each a "Second Closing Adjustable Warrant"), (4) a Common Stock purchase warrant, in substantially the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 20% of the number of Second Closing Shares at the exercise price set forth therein (each, a "Second Closing Warrant" and together with the Second Closing Adjustable Warrants, the "Warrants"), (5) the legal opinion of Ropes & Gray, outside counsel to th▇ ▇▇mpany, substantially in the form of Exhibit C, (6) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit D (the "Second Closing Registration Rights Agreement") and (7) the Transfer Agent Instructions, substantially in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in immediately available funds by wire transfer to an account designated in writing by the Company for a maximum such purpose, (2) an executed Second Closing Registration Rights Agreement, and (3) an executed Second Closing Purchase Agreement. (c) The obligation of fifteen (15) dayseach Purchaser to acquire Second Closing Shares on the Second Closing Date is subject to the satisfaction by the Company or waiver by such Purchaser, which total amount shallat or before the Second Closing Date, therefore, be limited to US$3,750,000.00.of each of the following conditions:

Put Option. 3.1. Purchaser hereby irrevocably grants In the event of a Prohibited Transfer, each Stockholder who failed to Mosaic receive a put option Notice of Intended Transfer in accordance with Section 3.1.1 above, and each Stockholder who received a Notice of Intended Transfer in accordance with Section 3.1.1 above, and gave notice as provided in Section 3.1.3(a) above of its election to exercise co-sale rights pursuant to Section 3.2 above, shall have the right to sell all to such Stockholder the number and type of Equity Securities such Stockholder would have been entitled to transfer to the Equity Holdings for third-party transferee(s) under Section 3.2 hereof had the Purchase Price, Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be exercised at sold to such Stockholder shall be equal to the time and price per share paid by the third-party transferee(s) to such Stockholder in the manner Prohibited Transfer. Such Stockholder shall also reimburse each Stockholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of the Stockholder's rights under this Section 3. (ii) Within ninety (90) days after the “Put Option” andlater of the dates on which the Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, together with such Stockholder shall, if exercising the Call Optionoption created hereby, deliver to such Stockholder the certificate or certificates representing shares to be sold, each and indistinctly an “Option”)certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(iii) Such Stockholder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates or other documentation for the Equity Securities to be sold by Purchasera Stockholder, Mosaic shall transfer or cause pursuant to this Section 3.6, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for as specified in this Section 3.6, in cash or by other means acceptable to the Stockholder. (iv) Notwithstanding the foregoing, any attempt by a maximum Stockholder to transfer Equity Securities in violation of fifteen (15Section 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than as the holder of such shares without the written consent of a two-thirds in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer interest of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Stockholders.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Investor shall have the right to sell all to the Founder who effected the Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Common Stock of the Equity Holdings for Company (either directly or through delivery of convertible Series A Preferred Stock) equal to the Purchase Price, number of shares each Investor would have been entitled to be exercised at transfer to the time and purchaser in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following term and conditions: (a) The price per share at which the “Put Option” andshares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. The Founder shall also reimburse each Investor for any and all fees and expenses, together with including legal fees and expenses, promptly following demand therefor, incurred pursuant to the Call Option, each and indistinctly an “Option”)exercise or the attempted exercise of the Investor's rights under this Section 2. 3.2. Mosaic shall be entitled (b) In order to exercise the Put Option put option created under this Section 2, an Investor must, within a term 20 days after the later of 10 Business Days following the Final Exercise Datedate on which the Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (c) The Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaseran Investor, Mosaic shall transfer or cause pursuant to Section 2.2(b), immediately pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expense, for a maximum as specified in Section 2.2(a), by certified check or bank draft made payable to the order of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such Investor.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Preferred Holder will have the right to sell all to the Selling Stockholder the number of Shares equal to the Equity Holdings for number of shares such Preferred Holder would have been entitled to transfer to the Purchase Price, purchaser had the Prohibited Transfer (under Section 2.3 hereof) been effected pursuant to and in compliance with the terms and conditions of this Agreement. Such sale will be made on the following terms and conditions: (a) the price per share at which the shares are to be exercised at sold will be equal to the time and price per share paid by the purchaser in the manner Prohibited Transfer. The Selling Stockholder will also reimburse such Preferred Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the conditions set forth herein exercise or the attempted exercise of the Preferred Holder’s rights under Section 2; (b) within ninety (90) days after the “Put Option” andlater of the dates on which a Preferred Holder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, together with such Preferred Holder will, if exercising the Call Optionoption created hereby, have available for delivery to the Selling Stockholder the certificate or certificates representing shares to be sold, each and indistinctly certificate to be properly endorsed for transfer or accompanied by an “Option”).executed stock power to effect such transfer; 3.2. Mosaic shall be entitled to exercise (c) the Put Option within a term of 10 Business Days following the Final Exercise DateSelling Stockholder will, upon delivery receipt of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire availability of the Equity Holdings on the Closing Date certificate or certificates for the Purchase Price (Shares to be sold by a Preferred Holder, pursuant to this Section 4.2, pay the “Put Option Notice”). The Put Option Notice shall also inform Purchaser aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) hereof, in cash or by other means acceptable to the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to PurchaserPreferred Holder, and the Purchaser shall accept Preferred Holder will deliver to the Selling Stockholder the certificate or certificates for the Shares to be sold pursuant to this Section 4.2; and Notwithstanding the foregoing, any attempt by a Selling Stockholder to transfer Shares in violation of Section 2 hereof will be voidable at the option of a majority in interest of the Closing Equity Holdings on Preferred Holders, and the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of this Agreement, (i) should Mosaic, for any reason whatsoever, other than such Shares without the prior written consent of a majority in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt interest of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.Preferred Holders

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put Prohibited Transfer, the Non-Participating Investors shall have the option to sell all to the Proposed Seller a number of shares of Common Stock of the Equity Holdings for Company (either directly or through conversion and delivery of Series A Preferred Stock) equal to the Purchase Pricenumber of shares that the Non-Participating Investors would have been entitled to sell had such Prohibited Transfer been effected in accordance with Section 1.3 hereof, on the following terms and conditions: (a) The price per share at which the shares are to be exercised at sold to the time Proposed Seller shall be equal to the price per share paid to the Proposed Seller by the third party purchaser or purchasers of the Proposed Seller's Stock. The Proposed Seller shall also reimburse the Non-Participating Investors exercising the put option for any and in the manner all fees and expenses, including reasonable out-of-pocket legal fees and expenses incurred pursuant to the conditions set forth herein exercise or attempted exercise of rights under this Section 3. (b) The Non-Participating Investors shall deliver to the “Put Option” andProposed Seller, together with within thirty (30) days after they have received notice from the Call OptionProposed Seller or otherwise become aware of the Prohibited Transfer, the certificate or certificates representing shares to be sold, each and indistinctly an “Option”certificate to be properly endorsed for transfer (or accompanied by duly executed stock powers). 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) The Proposed Seller shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificates for the repurchased shares, pay the aggregate purchase price therefor provided for in this Article 3, by Purchaser, Mosaic delivery of consideration in the same form such Proposed Seller received for the Stock sold in the Prohibited Transfer and shall transfer or cause reimburse the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, Non-Participating Investors for any reason whatsoeveradditional expenses, other than including legal fees and expenses, incurred in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; effecting such purchase and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00resale.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, the Purchasers shall have the right to sell all to the Founder who made such Prohibited Transfer, and, if such right is exercised, such Founder shall have the obligation to purchase from the Purchasers, a number of shares of Common Stock of the Equity Holdings for Company (either directly or through delivery of convertible Preferred Stock) equal to the Purchase Price, number of shares the Purchasers would have been entitled to be exercised at transfer to the time and purchaser in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Option” andshares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. The Founder shall also reimburse the Purchasers for any and all fees and expenses, together with including legal 2 fees and expenses, promptly following demand therefor, incurred pursuant to the Call Optionexercise or the attempted exercise of the Purchasers' rights under this Section 2. (b) Within 20 days after the later of the dates on which the Purchasers (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, the Purchasers shall, if exercising the put option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each and indistinctly an “Option”)certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) The Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaser, Mosaic shall transfer or cause the transfer each of the Closing Equity Holdings to PurchaserPurchasers, immediately pay the aggregate purchase price thereof and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expense, for a maximum of fifteen (15) daysas specified in Section 2.2(a), which total amount shall, therefore, be limited by certified check or bank draft made payable to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer order of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty Purchasers, respectively. (“multa ▇▇ ▇▇▇▇”d) NOTWITHSTANDING THE FOREGOING, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00ANY ATTEMPT TO TRANSFER SHARES OF THE COMPANY IN VIOLATION OF ARTICLE 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 PURCHASERS. 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 REFERRING TO THE RESTRICTIONS IMPOSED BY THIS AGREEMENT.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic a put option to sell all (a) In the event that: (i) the Company or any of the Equity Holdings for the Purchase PriceKey Holders, to be exercised at the time and in the manner and pursuant prior to the conditions set forth herein Qualified IPO, is in material breach of the obligations under the Transaction Documents, or (ii) the “Put Option” and, together with the Call OptionCompany has not completed a Qualified IPO within two (2) years from Closing, each and indistinctly an “Option”). 3.2. Mosaic Preferred Shareholder shall be entitled to exercise require the Put Option within Key Holders to purchase, at a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price purchase price (the “Put Option Exercise Price”) with respect to each Series A Preferred Shares, equal to the Series A Original Purchase Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus twenty-three percent (23%) of an internal rate of return for such Series A Original Purchase Price, in each case as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers. (b) In the event that a Key Holder Transferor transfer any Shares in disregard or contravention of Section 4.5 or the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), at the option of any Preferred Shareholder with a written notice to the Key Holder Transferor so requesting (the “Put Notice”), each Preferred Shareholder shall have the right (but not the obligation) to sell to anyone of the Key Holder Transferors the number of Shares equal to the number of Shares such Preferred Shareholder would have been entitled to transfer to the Bona Fide Purchaser under Section 4.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) the price per Share at which the Shares are to be sold to the Key Holder Transferor shall be equal to the price per Share paid by the Bona Fide Purchaser to the Key Holder Transferor(s) in the Prohibited Transfer or Put Option Exercise Price, whichever is higher. The Put Option Notice Key Holder Transferor shall also inform Purchaser also, on a joint and several basis reimburse each Preferred Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Preferred Shareholder’s rights under this Section 4.8. (ii) each Preferred Shareholder shall, if exercising the option created hereby, deliver to the Key Holder Transferor within thirty (30) days after the later of the bank account(s) to dates on which the Purchase Price shall Preferred Shareholder: (A) received notice of the Prohibited Transfer; or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of shares to be transferredtransferred by the Preferred Shareholder. 3.3. Upon (iii) the Key Holder Transferor shall, promptly upon receipt of the Reorganization Completion Notice notice described in subsection 4.8(b)(ii) above from the Preferred Shareholder(s) exercising the option created hereby, pay to each such Preferred Shareholder the aggregate purchase price for the Shares to be sold by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchasersuch Preferred Shareholder, and the Purchaser shall accept amount of reimbursable fees and expenses, as specified in subparagraph 4.8(b)(ii), in cash or by other means acceptable to the transfer Preferred Shareholder. (iv) upon receipt of full payment of the Closing Equity Holdings on amount due from the Closing DateKey Holder Transferor, the Preferred Shareholder shall deliver to the Key Holder Transferor the certificate or certificates representing shares to be sold, together with a transfer form signed by the Preferred Shareholder transferring such Shares. 3.3.1. (v) Notwithstanding each Party’s right the foregoing, any attempt by a Key Holder Transferor to specific performance of this Agreement, (i) should Mosaic, for Transfer any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic Shares in violation of Section 4 hereof shall be liable to Purchaser for void, and the Company undertakes it will not effect such a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in Transfer nor will treat any alleged transferee as the amount holder of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing such Shares without the Closing, fail to accept the transfer prior written consent of the Closing Equity Holdings and/or fail to transfer holders of all the Purchase Price within the above mentioned 5-Business Day period Series A Preferred Shares then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00outstanding.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Investor shall have the right to sell all to the Founder who effected the Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of shares of Common Stock of the Equity Holdings for Company (either directly or through purchase of Convertible Securities) equal to the Purchase Price, number of shares each Investor would have been entitled to be exercised at sell to the time and purchaser in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Option” andshares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. The Founder shall also reimburse each Investor for any and all reasonable fees and expenses, together with including legal fees and expenses, promptly following demand therefor, incurred pursuant to the Call Optionexercise or the attempted exercise of the Investor's rights under this Section 2. (b) Within twenty (20) business days after the later of the dates on which the Investors (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, each and indistinctly an “Option”)Investor shall, if exercising the put option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) The Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaseran Investor, Mosaic shall transfer or cause pursuant to Section 2.2(b), immediately pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum as specified in Section 2.2(a), by certified check, wire transfer or bank draft made payable to the order of fifteen such Investor. (15d) daysNOTWITHSTANDING THE FOREGOING, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00ANY 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. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, a Series A Holder and Series B Holder shall have the right (but shall not be obligated) to sell all to the Founder who made the prohibited transfer a number of shares of Common Stock of the Equity Holdings for Company (either directly or through conversion of Series A Preferred Stock and Series B Preferred Stock) equal to the Purchase Price, number of shares the Series A Holder and Series B Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 4 assuming the Series A Holder and Series B Holder elected to exercise its co-sale rights under Section 4.1 to their fullest extent. Such sale shall be made on the following terms and conditions: 4.5.1 The price per share at which the shares are to be exercised at sold to any such Founder shall be equal to the time and price per share paid by the purchaser to such Founder in the manner Prohibited Transfer. Such Founder shall also reimburse the Series A Holder and Series B Holder for any and all reasonable fees and expenses, including attorneys' fees and expenses, incurred pursuant to the conditions set forth herein exercise of the Series A Holder's and Series B Holder's rights under this Section 4.5. 4.5.2 Within ninety (90) days after the “Put Option” andlater of the dates on which the Series A Holder and/or Series B Holder (i) received notice from such Founder of the Prohibited Transfer or (ii) otherwise have actual knowledge of the Prohibited Transfer, together with the Call OptionSeries A Holder and/or Series B Holder shall, if exercising the put option created hereby, deliver to such Founder the certificate or certificates representing shares to be sold, each and indistinctly an “Option”). 3.2certificate to be properly endorsed for transfer. Mosaic shall be entitled The failure of the Series A Holder and/or Series B Holder to exercise the Put Option within put option in such ninety (90) day period shall constitute a term waiver of 10 Business Days following the Final Exercise DateSeries A Holder's and/or Series B Holder's right under this Section 4.5 4.5.3 Such Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaserthe Series A Holder and/or Series B Holder, Mosaic shall transfer or cause pursuant to Section 4.5.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayfees and expenses reimbursable under Section 4.5.1, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited by check made payable to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer order of the Closing Equity Holdings Series A Holder and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00Series B Holder.

Put Option. 3.1. 7.1 Subject to the Company fulfillment of its Diligence Obligations to be completed by the third anniversary of the Closing pursuant to the Collaboration Agreement, and subject to the Company issuing a letter from the Company’s Chief Executive Officer confirming that the Board of Directors of the Company has approved the issuance of the Additional Shares (as defined below) to the Purchaser and a letter from the Chairman of the Company’s Board of Directors pursuant to Section 282 of the Israeli Companies Law – 1999 confirming that all approvals required by the Company for the issuance of the Additional Shares have been obtained, the Purchaser hereby irrevocably grants to Mosaic a put the Company an option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (hereinafter the “Put Option” and”) pursuant to which the Company may issue to the Purchaser 1,727,273 Ordinary Shares of the Company (hereinafter the “Additional Shares”) at a price of USD 6.9473 per Additional Share, together with that will be paid in US dollars by the Call OptionPurchaser (hereinafter the “Exercise Price”), each for an aggregate consideration of up to US$12,000,000; provided, however, that the average price per share of the Aggregate Investment shall be $6 per share. Partial exercise of the Put Option shall be subject to the written consent of the Parties. 7.2 Exercise of the Put Option may be made by the Company as of the third anniversary of the Closing and indistinctly an for a period of thirty (30) days thereafter by notice in writing of the Company to the Purchaser (hereinafter the “OptionExercise Notice”). 3.27.3 Immediately after delivery of the Exercise Notice, the Company will proceed to publish an immediate report (‘current report’) pursuant to the Private Offering Regulations and obtain the approval of the TASE to list the Additional Shares for trading. Mosaic *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 7.4 The parties will, within four (4) US business days of the date of receiving the TASE approval mentioned in clause 7.3 above, convene by teleconference, facsimile and electronic mail communication, and take the following action: 7.4.1 The Purchaser will furnish to the Company details of the account in which the Additional Shares will be deposited if such details are changed compared to those of the account conveyed according to clause 6.1 above. 7.4.2 The Purchaser will wire transfer the Exercise Price to the Company’s bank account as detailed in Section 6.2 above or to such other bank account as shall be entitled detailed in the Exercise Notice. 7.4.3 The Company shall deliver to exercise the Put Option within a term of 10 Business Days following Purchaser the Final Exercise Date, upon delivery copy of a written notice to Purchaser of its decision to exercise share certificate registered in the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser name of the bank account(s) to which Company’s nominees company at such time representing the Purchase Price shall be transferredAdditional Shares. 3.3. 7.4.4 Upon receipt of the Reorganization Completion Notice by PurchaserExercise Price, Mosaic shall transfer or cause the transfer Company undertakes to deliver to its nominees company the share certificate and other documentation necessary to enable the trade of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing DateAdditional Shares. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Stockholder shall have the right to sell all to the Breaching Founder a number of shares of Common Stock of the Equity Holdings for Company (either directly or through delivery of convertible Series B Preferred Stock) equal to the Purchase Price, number of shares each Stockholder would have been entitled to be exercised at transfer to the time and purchaser in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the “Put Option” andshares are to be sold to the Breaching Founder shall be equal to the price per share paid by the purchaser to the Breaching Founder in the Prohibited Transfer. Such Breaching Founder shall also reimburse each Stockholder for any and all fees and expenses, together with including legal fees and expenses, incurred pursuant to the Call Optionexercise or the attempted exercise of the Stockholder's rights under this Article 3. (b) Within 90 days after the later of the date on which the Stockholders (i) received notice from the Breaching Founder of the Prohibited Transfer or (ii) otherwise become aware of the Prohibited Transfer, each and indistinctly an “Option”)Stockholder shall, if exercising the put option created hereby, deliver to such Breaching Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) Such Breaching Founder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchasera Stockholder, Mosaic shall transfer or cause pursuant to Section 3.2(b), pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum as specified in Section 3.2(a), by certified check or bank draft made payable to the order of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such Stockholder.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, the Holder shall have the right to sell all to the Shareholder engaging in such Prohibited Transfer that number of Common Shares or Convertible Securities owned by the Equity Holdings for Holder equal to the Purchase Price, number of shares the Holder would have been entitled to be exercised at transfer to the time and purchase offeror in the manner and Prohibited Transfer pursuant to the conditions set forth herein terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which such Common Shares or Convertible Securities are to be sold to the “Put Option” andShareholder shall be equal or equivalent to the price per share paid by the purchase offeror to the Shareholder in the Prohibited Transfer. The Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, together with including legal fees and expenses, incurred pursuant to the Call Optionexercise or the attempted exercise of the Holder's rights under this Section 3. (b) Within thirty (30) days after the earlier of the date on which the Holder (i) receives Notice from a Shareholder of a Prohibited Transfer, or (ii) otherwise becomes aware of a Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Shareholder the certificate or certificates representing Common Shares or Convertible Securities to be sold hereunder, each and indistinctly an “Option”)certificate to be properly endorsed for transfer. 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date(c) Such Shareholder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the Common Shares or Convertible Securities to be sold by Purchasera Holder pursuant to Section 3.2, Mosaic shall transfer or cause free and clear of all adverse claims, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayreimbursable fees and expenses, for a maximum of fifteen (15) daysas specified in Section 3.2(a), which total amount shall, therefore, be limited by certified or cashier's check made payable to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer order of the Closing Equity Holdings and/or fail Holder. (d) Notwithstanding the foregoing, any attempt to transfer Transfer shares of the Purchase Price within Company in violation of the above mentioned 5-Business Day period then Purchaser terms of this Agreement shall be liable to Mosaic for void and the Company agrees it will not effect such a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in Transfer nor will it treat any alleged transferee as the amount holder of US$250,000.00 per day, for a maximum such Securities without the written consent of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00the Holder.

Put Option. 3.113.1. Purchaser hereby irrevocably grants CMCR shall have the right to Mosaic a put option Transfer all (and not less than all) of its Shares to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein Renova (the “Put Option” and, together with ”) after the Call Option, each and indistinctly an “Option”)Put Option Date in the manner set forth below. 3.213.2. Mosaic shall be entitled If CMCR elects to exercise the Put Option within a term of 10 Business Days following the Final Exercise DateOption, upon delivery of it shall serve a written notice on Renova for Renova to Purchaser purchase all (and not less than all) of its decision to exercise the Shares held by CMCR (the “Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price Shares”) from CMCR (the “Put Option Notice”). The Upon delivery of the Put Option Notice Notice, Renova shall also inform Purchaser purchase from CMCR all (and not less than all) of the bank account(sPut Option Shares at the arithmetic average of the lower and higher values of the reasonable fair market valuation range (the “Put Option Price”) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice determined by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, an Investment Bank (as mutually selected by CMCR and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, Renova) within hundred fifty (i150) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period calendar days following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in Notice. If the amount of US$250,000.00 per day, for a maximum of Principals cannot agree upon an Investment Bank within fifteen (15) calendar days, which total amount then the Investment Bank shall be chosen by lot (in a procedure carried out by an independent party in the presence of representatives of each Principal, such procedure to be repeated if the Investment Bank selected by lot declines the proposed engagement). The Principals shall procure that the Investment Bank notifies both CMCR and Renova of its valuation. CMCR shall pay fees of the Investment Bank. 13.3. In connection with the purchase by Renova of the Put Option Shares, CMCR may also require Renova to assume or otherwise procure the repayment of all Outstanding Financings made by CMCR (or its Affiliates, as the case may be, subject to such Affiliates having agreed to such repayment) no later than the date of initial payment for the Put Option Shares under Clause 13.5(i). In this case, CMCR shall take all Necessary Action to support the efforts of the Company to secure financing for the Company in light of the repayment of the Outstanding Financings; any actions reasonably taken to so secure such financings shall not be considered Reserved Matters, accordingly no Joint Instruction shall be required for any of such actions. 13.4. CMCR shall, thereforeand hereby covenants to, sell the Put Option Shares to Renova free and clear of any and all Encumbrances. The Company and CMCR shall take all actions and execute all documents necessary to transfer the Put Option Shares to Renova. The Company shall register the title to the Put Option Shares in Renova’s name and issue and deliver to Renova the share certificate in relation to the Shares as of the date CMCR receives initial payment therefor under Clause 13.5(i), provided, however, that Renova shall simultaneously pledge one-third (1/3) of the Put Option Shares so received in favor of CMCR to secure its obligations to CMCR under Clause 13.5(ii), which pledge shall terminate automatically upon payment in full by Renova of the amount in Clause 13.5(ii). For the avoidance of doubt, notwithstanding such pledge, Renova shall retain the right to vote, and to receive dividends on, and other benefits associated with, such pledged Shares. 13.5. Renova shall pay for the Put Option Shares as follows: (i) two thirds of the Put Option Price shall be limited paid to US$3,750,000.00CMCR within thirty (30) calendar days after the date the Investment Bank notifies CMCR and Renova of the amount of the Put Option Price; and and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer one third of the Closing Equity Holdings and/or fail to transfer the Purchase Put Option Price within the above mentioned 5-Business Day period then Purchaser shall be liable paid to Mosaic for a non compensatory penalty CMCR within one (“multa ▇▇ ▇▇▇▇”, não compensatória1) in year after the date the Investment Bank notifies CMCR and Renova of the amount of US$250,000.00 per daythe Put Option Price. 13.6. The Put Option Price shall be determined by the Investment Bank valuing the entire issued capital of the Company on the basis that the Company is to be sold as a going concern to a willing buyer for cash (disregarding regulatory issues or other approvals or consents that such a hypothetical sale might entail) and then applying the percentage of the total attributable to the Put Option Shares. 13.7. CMCR shall be entitled to serve the Put Option Notice only once. The Put Option Notice, for a maximum of fifteen (15) daysonce served, which total amount shall, therefore, shall be limited to US$3,750,000.00irrevocable.

Put Option. 3.1. 7.1 Subject to the Company fulfillment of its Diligence Obligations to be completed by the third anniversary of the Closing pursuant to the Collaboration Agreement, and subject to the Company issuing a letter from the Company’s Chief Executive Officer confirming that the Board of Directors of the Company has approved the issuance of the Additional Shares (as defined below) to the Purchaser and a letter from the Chairman of the Company’s Board of Directors pursuant to Section 282 of the Israeli Companies Law – 1999 confirming that all approvals required by the Company for the issuance of the Additional Shares have been obtained, the Purchaser hereby irrevocably grants to Mosaic a put the Company an option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (hereinafter the “Put Option” and”) pursuant to which the Company may issue to the Purchaser 1,727,273 Ordinary Shares of the Company (hereinafter the “Additional Shares”) at a price of USD 6.9473 per Additional Share, together with that will be paid in US dollars by the Call OptionPurchaser (hereinafter the “Exercise Price”), each for an aggregate consideration of up to US$12,000,000; provided, however, that the average price per share of the Aggregate Investment shall be $6 per share. Partial exercise of the Put Option shall be subject to the written consent of the Parties. 7.2 Exercise of the Put Option may be made by the Company as of the third anniversary of the Closing and indistinctly an for a period of thirty (30) days thereafter by notice in writing of the Company to the Purchaser (hereinafter the “OptionExercise Notice”). 3.2. Mosaic 7.3 Immediately after delivery of the Exercise Notice, the Company will proceed to publish an immediate report (‘current report’) pursuant to the Private Offering Regulations and obtain the approval of the TASE to list the Additional Shares for trading. 7.4 The parties will, within four (4) US business days of the date of receiving the TASE approval mentioned in clause 7.3 above, convene by teleconference, facsimile and electronic mail communication, and take the following action: 7.4.1 The Purchaser will furnish to the Company details of the account in which the Additional Shares will be deposited if such details are changed compared to those of the account conveyed according to clause 6.1 above. 7.4.2 The Purchaser will wire transfer the Exercise Price to the Company’s bank account as detailed in Section 6.2 above or to such other bank account as shall be entitled detailed in the Exercise Notice. 7.4.3 The Company shall deliver to exercise the Put Option within a term of 10 Business Days following Purchaser the Final Exercise Date, upon delivery copy of a written notice to Purchaser of its decision to exercise share certificate registered in the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser name of the bank account(s) to which Company’s nominees company at such time representing the Purchase Price shall be transferredAdditional Shares. 3.3. 7.4.4 Upon receipt of the Reorganization Completion Notice by PurchaserExercise Price, Mosaic shall transfer or cause the transfer Company undertakes to deliver to its nominees company the share certificate and other documentation necessary to enable the trade of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing DateAdditional Shares. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1. Purchaser hereby irrevocably grants 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 Major Investor, in addition to Mosaic a put option such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to such Key Holder the type and number of shares of Common Stock equal to the number of shares each 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 hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold to the Key Holder shall be equal to the price per share paid by the purchaser to such Key Holder in such Prohibited Transfer. The Key Holder shall also reimburse each Major Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Equity Holdings Major Investor’s rights under Section 2.4 hereof. (b) Within ninety (90) days after the date on which a Major Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Major Investor shall, if exercising the option created hereby, deliver to the Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder shall, upon receipt of the certificate or certificates for the Purchase Price, shares to be exercised sold by a Major Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Major Investor. (d) Notwithstanding the foregoing, any attempt by a Key Holder to Transfer Key Holder Stock in violation of Section 2 hereof shall be voidable at the time and option of a majority in interest of the manner and pursuant to Major Investors if a majority in interest of the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled Major Investors do not elect to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaserput option set forth in this Section 4.2, and the Purchaser shall accept Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the transfer holder of such shares without the written consent of a majority in interest of the Closing Equity Holdings on the Closing DateMajor Investors. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic In the event of a put option Prohibited Transfer, each Electing Holder shall have the right (but shall not be obligated) to sell all to the Selling Holder who made the Prohibited Transfer a number of shares of Common Stock of the Equity Holdings for Company equal to the Purchase Price, number of shares the Electing Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 3 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: 3.5.1 The price per share at which the shares are to be exercised at sold to any such Selling Holder shall be equal to the time and price per share paid by the purchaser to such Selling Holder in the manner Prohibited Transfer. Such Selling Holder shall also reimburse the Electing Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to the conditions set forth herein exercise of such Electing Holder’s rights under this Section 3.5. 3.5.2 Within ninety (90) days after the “Put Option” andlater of the dates on which the Electing Holder (i) received notice from such Selling Holder of the Prohibited Transfer or (ii) otherwise have actual knowledge of the Prohibited Transfer, together with the Call OptionElecting Holder shall, if exercising the put option created hereby, deliver to such Selling Holder the certificate or certificates representing shares to be sold, each and indistinctly an “Option”). 3.2certificate to be properly endorsed for transfer. Mosaic shall be entitled The failure of the Electing Holder to exercise the Put Option within put option in such ninety (90) day period shall constitute a term waiver of 10 Business Days following the Final Exercise DateElecting Holder’s right under this Section 3.5. 3.5.3 Such Selling Holder shall, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred. 3.3. Upon receipt of the Reorganization Completion Notice certificate or certificates for the shares to be sold by Purchaserthe Electing Holder, Mosaic shall transfer or cause pursuant to Section 3.5.2, pay the transfer of the Closing Equity Holdings to Purchaser, aggregate purchase price therefor and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per dayfees and expenses reimbursable under Section 3.5.1, for a maximum by check made payable to the order of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00such Electing Holder.

Put Option. 3.1In the event of a Prohibited Transfer, each Non-selling Shareholder shall have the right to Transfer to the Selling Shareholder the number of Shares equal to the number of shares each Non-selling Shareholder would have been entitled to Transfer to the transferee had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Purchaser hereby irrevocably grants Such Transfer shall be made on the following terms and conditions: (a) The price per share at which the Shares are to Mosaic a put option be Transferred shall be equal to sell all the price per share paid by the purchaser 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 Equity Holdings 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 Shareholder shall also reimburse each Non-selling Shareholder and the Company for the Purchase Priceany and all fees and expenses, to be exercised at the time including legal fees and expenses, incurred in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together connection with the Call Optionexercise or the attempted exercise of the Non-selling Shareholder’s rights under ARTICLE II, each and indistinctly an “Option”). 3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery five (5) days after receipt of a written notice demand for reimbursement, in cash or by other means acceptable to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire Non-selling Shareholder or the Equity Holdings on Company as the Closing Date for case may be. (c) Within ninety (90) days after the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser later of the bank account(s) to dates on which the Purchase Price shall Non-selling Shareholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-selling Shareholder shall, if exercising the option created hereby, deliver to the Selling Shareholder the certificate or certificates representing the Shares to be transferredTransferred, each certificate to be properly endorsed for transfer. 3.3. Upon (d) The Selling Shareholder shall, within five (5) days after receipt of the Reorganization Completion Notice certificate or certificates for the Shares to be Transferred by Purchasera Non-selling Shareholder, Mosaic shall transfer pursuant to this Section 4.2, pay the aggregate purchase price therefor, as specified in Section 4.2(a), in cash or cause by other means acceptable to the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing DateNon-selling Shareholder. 3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.

Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant (a) Subject to the conditions set forth herein (in this Section 2 and prior to the “Put Option” andtermination o of these rights set forth in Section 3, together below, upon notice from the Investors holding a majority of the outstanding Total Shares, such holders shall have the right to require the Company, to the extent the Company shall have sufficient funds legally available therefor as reasonably determined by the Board, to redeem all outstanding Shares, in whole but not in part, at an amount per share, payable in cash, determined in accordance with the Call Optionfollowing redemption prices (plus, in each instance, all declared and indistinctly unpaid dividends): Year Redemption Price ---- ----------------- 1998 $2.0875 1999 $2.0040 2000 $1.9205 2001 $1.8370 2002 and thereafter $1.6700 Notwithstanding the foregoing, the holders shall have the right to require redemption of the Shares pursuant to this Section 2 only upon the occurrence of any of the following events during any twelve-month period beginning on the Issue Date and each anniversary of the Issue Date in any of the years indicated above: (i) If the Company shall file a petition in bankruptcy or for reorganization or for an “Option”). 3.2. Mosaic arrangement or any composition, readjustment, liquidation, dissolution or similar relief pursuant to the Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the law of any other jurisdiction or shall be entitled adjudicated a bankrupt or become insolvent, or consent to exercise the Put Option within appointment of or taking possession by a term receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser Company or for all or any substantial part of its decision to exercise property, or the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date Company shall make an assignment for the Purchase Price (benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take any corporate action, as the “Put Option Notice”). The Put Option Notice shall also inform Purchaser case may be, in furtherance of any of the bank account(sforegoing; or (ii) to which the Purchase Price If a petition or answer shall be transferred. 3.3. Upon receipt filed proposing the adjudication of the Reorganization Completion Notice by PurchaserCompany as a bankrupt or its reorganization or arrangement, Mosaic shall transfer or cause any composition, readjustment, liquidation, dissolution or similar relief with respect to it pursuant to the transfer Federal Bankruptcy Code of 1978, as amended, or under any similar present or future federal law or the Closing Equity Holdings law of any other jurisdiction applicable to Purchaserthe Company, and the Purchaser Company shall accept consent to or acquiesce in the transfer filing thereof, or such petition or answer shall not be discharged or denied within 60 days thereof; or (iii) If a decree or order is entered by a court having jurisdiction (A) for the appointment of a receiver or custodian or liquidator or trustee or sequestrator or assignee (or similar official) in bankruptcy or insolvency of the Closing Equity Holdings Company or of all or a substantial part of its property, or for the winding-up or liquidation of its affairs, and such decree or order shall have remained in force undischarged and unstayed for a period of 60 days, or (B) for the sequestration or attachment of any property of the Company without its return to the possession of the Company or its release from such sequestration or attachment within 60 days thereafter; or (iv) The Company shall (A) default in the payment of principal or interest on any Indebtedness owed to any Person of $100,000 or more beyond the applicable period of grace, if any, or (B) fail to observe or perform any covenant or agreement contained in any agreement(s) or instrument(s) relating to any Indebtedness of $100,000 or more in the aggregate within any applicable grace period, or any other event shall occur, if the effect of such failure or other event is to accelerate, or to permit the holder of such Indebtedness or any other person to accelerate, the maturity of $100,000 or more in the aggregate of such Indebtedness; or $100,000 or more in the aggregate of any Indebtedness shall be, or if as a result of such failure or other event may be, required to be prepaid (other than by regularly scheduled required prepayment) in whole or in part prior to its stated maturity; or (v) If the Purchaser is one of the ▇▇▇▇▇ Funds, the failure of a representative or designee of the ▇▇▇▇▇ Funds to be serving as a director of the Company under the terms of The Note Purchase Agreement dated December 18, 1997 between the Company and the ▇▇▇▇▇ Funds, as amended (the "Note Agreement"), which situation continues for a period of five days or more, provided that such failure is not the result of the ▇▇▇▇▇ Funds' failing to designate such a representative or designee. (vi) A final judgment or judgments entered by a court of competent jurisdiction for the payment of money aggregating in excess of $100,000 is or are outstanding against the Company and any one such judgment in excess of $100,000 has, or such judgments aggregating in excess of $100,000 have, remained unpaid, unvacated, unbonded, or unstayed by appeal or otherwise for a period of 30 days from the date of entry; or (vii) The failure of the Common Stock to be listed on the Closing DateNASDAQ National Market System or Small Cap Market (unless the Common Stock is then listed on the New York Stock Exchange or the American Stock Exchange); or (viii) If there occurs a Change in Control. 3.3.1(b) The Company shall notify each Investor promptly following the occurrence of any of the foregoing events. Notwithstanding All outstanding Shares shall be redeemed 30 days after receipt by the Company of the notice from the Investors (the "Mandatory Redemption Date"). If the Company does not have sufficient available funds for redemption pursuant to this Section 2, as reasonably determined by the Board, to redeem all outstanding Shares, the Company shall redeem such number of Shares as determined by the Board. Periodically, and at least at each Party’s right anniversary date of the initial redemption date of the Shares the Company shall redeem such additional number of Shares, as determined by the Board at such time, until all Shares held by Investors on the date such notice is given by Investor are redeemed. During the period beginning on the date the Company receives a written request for redemption pursuant to specific performance this Section 2 and until all Shares held by Investors have been redeemed, the Company shall not, without the written consent of this Agreementholders of a majority of the outstanding Shares owned by Investors, (i) should Mosaic, for make any reason whatsoever, other than capital expenditures in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt excess of the Put Option Notice amount approved by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) the Board in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and Company's annual budget or (ii) should Purchaseracquire any entity or any assets of any business in any transaction or series of related transactions if the aggregate acquisition price is greater than $1,000,000. (c) In the event that, for any reason whatsoeverwithin six months after the date of redemption of Shares owned by Investors pursuant to this Section 2, other than there shall be (i) a reorganization, merger or consolidation, in compliance each case, with court’s respect to which all or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer substantially all of the Closing Equity Holdings and/or fail individuals and entities who were the respective Beneficial Owners of the Company immediately prior to transfer such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, Beneficially Own, directly or indirectly, more than 50% of the Purchase Price within combined voting power of the above mentioned 5-Business Day period then Purchaser shall be liable outstanding voting securities entitled to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) vote generally in the election of directors of the Company resulting from such reorganization, merger or consolidation, (ii) an acquisition by any Person or "group" (as that term is defined in Section 13(d) (3) of the Exchange Act) of more than 30% of the capital stock, assets or property of the Company (determined by the net book value of such assets or property as of the most recently prepared balance sheet of the Company, (iii) a plan of liquidation approved by the Board, or (iv) a public announcement of any of the transactions specified in (i) through (iii) above, and such transaction is consummated within six months after the date of such public announcement, then the Company shall promptly pay to the holders of the Shares whose shares were redeemed, an amount in respect of US$250,000.00 each share of Common Stock as of the date of redemption equal to the excess, if any, of (in the case of a transaction described in clause (i) or (iii)) the Fair Market Value of the consideration per dayshare of Common Stock received or receivable in such transaction by the Company or the holders of the Company's capital stock, or (in the case of a transaction described in clause (ii)) the Current Market Price for a maximum the five Trading Days immediately preceding the date of fifteen (15) days, which total amount shall, therefore, be limited consummation of the transaction over the redemption price of the Shares held by Investors paid to US$3,750,000.00such holders in accordance with the terms of Section 2.