Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this Agreement, each Shareholder shall have the right to sell, unilaterally and without the requirement for additional acceptance on the part of the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, pursuant to the following terms and conditions: (i) The price per Share at which the Shares are to be sold to the Prohibited Transferor shall be equal to the price per Share that would have been paid by the transferee to the Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02. The Prohibited Transferor shall also reimburse such Shareholder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s rights under Section 3.02 and this Section with respect to such Shares. (ii) Within ninety (90) days after the later of the dates on which (A) notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for Transfer. (iii) The Prohibited Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i), in cash or by other means acceptable to such Shareholder.

Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.5 of this Agreement (a “Prohibited Transfer”), each Investor, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to such Key Holder the type and without number of shares of Common Stock equal to the requirement for additional acceptance on number of shares each Investor would have been entitled to Transfer to the part of purchaser under Section 2.5 hereof had the Prohibited TransferorTransfer been effected pursuant to, to and in compliance with, the Prohibited Transferor all or any portion of its Shares, pursuant to terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor Key Holder shall be equal to the price per Share that would have been share paid by the transferee purchaser to the such Key Holder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Key Holder shall also reimburse such Shareholder each Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the ShareholderInvestor’s rights under Section 3.02 and this Section with respect to such Shares2.5. (ii) Within ninety (90) days after the later of the dates date on which (A) an Investor received notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Key Holder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iii) The Prohibited Transferor Such Key Holder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder an Investor, pursuant to this Section 3.04(b)4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i4.2(b)(i), in cash or by other means acceptable to such Shareholderthe Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder the Investor shall have the right to sell, unilaterally and without sell to the requirement for additional acceptance on selling Principal Stockholder(s) a number of shares of Common Stock (either directly or through delivery of convertible Preferred Stock) equal to the part number of shares the Investor would have been entitled to transfer to the Purchase Offeror in the Prohibited Transferor, Transfer pursuant to the Prohibited Transferor all or any portion of its Shares, pursuant to terms hereof. Such sale shall be made on the following terms and conditions: (ia) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor selling Principal Stockholder or Principal Stockholders shall be equal to the price per Share that would have been share paid by the transferee purchaser to the Prohibited Transferor had selling Principal Stockholder or Principal Stockholders in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor selling Principal Stockholder or Principal Stockholders shall also reimburse such Shareholder the selling Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s such Investor's rights under Section 3.02 and this Section with respect to such Shares2. (iib) Within ninety sixty (9060) days after the later of the dates on which the Investor (Ai) receives notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge from a Principal Stockholder of the Prohibited Transfer, such Shareholder or (ii) otherwise becomes aware of the Prohibited Transfer, the Investor shall, if exercising the “put” put option created hereby, deliver to the Prohibited Transferor selling Principal Stockholder or Principal Stockholders the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for Transfertransfer, together with notice of and documentation for reimbursable expenses. (iiic) The Prohibited Transferor selling Principal Stockholder(s) shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder Investor, pursuant to this Section 3.04(b2.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i2.2(a), in cash by certified check or by other means acceptable bank draft made payable to such Shareholderthe order of the Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to the Transferor the type and without number of Equity Securities equal to the requirement for additional acceptance on number of Equity Securities such Investor would have been entitled to transfer to the part of third-party transferee under Section 2.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:. (ia) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor shall be equal to the price per Share that would have been share paid by the third-party transferee to the Prohibited Transferor had in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor shall also reimburse such Shareholder each Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholdersuch Investor’s rights under Section 3.02 and this Section with respect to such Shares2. (iib) Within ninety (90) days after the later of the dates on which an Investor (Ax) received notice of the Prohibited Transfer was delivered to the Shareholder or (By) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor an instrument of transfer and either the certificate or certificates representing Shares shares to be soldsold under this Section 2.6 by such Investor, each certificate to be properly endorsed for Transfer. (iii) transfer, or an affidavit of lost certificate. The Prohibited Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b)foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i)expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such ShareholderInvestor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. (a) In the event that a Stockholder should sell any Shares in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to such Stockholder the type and without number of shares of capital stock equal to the requirement for additional acceptance on number of shares each Investor would have been entitled to transfer to the part of purchaser under Section 2.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, 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 share at which the Shares shares are to be sold to the Prohibited Transferor Stockholder shall be equal to the price per Share that would have been share paid by the transferee purchaser to the such Stockholder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Stockholder shall also reimburse such Shareholder each Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the ShareholderInvestor’s rights under Section 3.02 and this Section with respect to such Shares2.3. (ii) Within ninety (90) days after the later of the dates date on which (A) an Investor received notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge became aware of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Stockholder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iii) The Prohibited Transferor Such Stockholder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder an Investor pursuant to this Section 3.04(b)4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i4.2(b)(i), in cash or by other means acceptable to such Shareholderthe Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Preferred Holder shall have the right to sell, unilaterally sell to the Selling Shareholder the type and without number of Ordinary Shares equal to the requirement for additional acceptance on number of Ordinary Shares such Preferred Holder would have been entitled to transfer to the part of third-party transferee under Section 4.4 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, 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 share at which the Shares shares are to be sold to the Prohibited Transferor Selling Shareholder shall be equal to the price per Share that would have been share paid by the third-party transferee to the Prohibited Transferor had Selling Shareholder in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Selling Shareholder shall also reimburse such Shareholder each Preferred Holder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholdersuch Preferred Holder’s rights under Section 3.02 and this Section with respect to such Shares4. (ii) Within ninety (90) days after the later of the dates on which the Preferred Holder (A1) received notice of the Prohibited Transfer was delivered to the Shareholder or (B2) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder Preferred Holder shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Selling Shareholder the certificate or certificates representing Shares shares to be soldsold under this Section 4.5 by such Preferred Holder, each certificate to be properly endorsed for Transfertransfer. (iii) The Prohibited Transferor Selling Shareholder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder a Preferred Holder, pursuant to this Section 3.04(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i), in cash or by other means acceptable to such Shareholder.this

Put Option. (a) In the event that a Key Holder should sell any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Investor, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to such Key Holder the type and without number of shares of Common Stock equal to the requirement for additional acceptance on number of shares each Investor would have been entitled to transfer to the part of purchaser under Section 2.4 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, 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 share at which the Shares shares are to be sold to the Prohibited Transferor Key Holder shall be equal to the price per Share that would have been share paid by the transferee purchaser to the such Key Holder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Key Holder shall also reimburse such Shareholder each Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the ShareholderInvestor’s rights under Section 3.02 and this Section with respect to such Shares2.4. (ii) Within ninety (90) days after the later of the dates date on which (A) an Investor received notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Key Holder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iii) The Prohibited Transferor Such Key Holder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder an Investor, pursuant to this Section 3.04(b)4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i4.2(b)(i), in cash or by other means acceptable to such Shareholderthe Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder the Purchaser shall have the right right, and one available remedy for such breach shall be, to sellsell to Leeds, unilaterally and without Leeds shall have the requirement for additional acceptance on obligation to purchase from the part Purchaser, a number of shares of Common Stock equal to the number of shares the Purchaser would have been entitled to sell to the purchaser in the Prohibited Transferor, Transfer pursuant to the Prohibited Transferor all or any portion terms of its Shares, pursuant to Section 1 hereof. Such sale shall be made on the following terms and conditions: (ia) The price per share (the "Share Price") at which the Shares shares are to be sold to the Prohibited Transferor Leeds shall be equal to the price per sum of (i) the Share that would have been Price paid by the transferee purchaser to the Prohibited Transferor had Leeds Affiliate in the Prohibited Transfer been made and (ii) simple interest on the Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for the period of time between the payment in accordance with Section 3.02. The Prohibited Transferor shall also reimburse such Shareholder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise full of the Shareholder’s rights under Section 3.02 and this Section purchase price with respect to such Sharesthe put option described herein by Leeds and receipt by the Leeds Affiliate of any proceeds from the Prohibited Transfer giving rise to the put option. (iib) Within ninety (90) 90 days after the later of the dates on which the Purchaser (Ai) received notice from Leeds of the Prohibited Transfer was delivered to the Shareholder or (Bii) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder the Purchaser shall, if exercising the “put” put option created hereby, deliver to the Prohibited Transferor Leeds the certificate or certificates representing Shares the Purchaser's Common Stock shares to be sold, each certificate to be properly endorsed for Transfer. (iiic) The Prohibited Transferor Leeds shall, upon concurrently with its receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder Purchaser pursuant to this Section 3.04(b2.2(b), pay and deliver to the Purchaser in cash the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i2.2(a), in cash by certified check or by other means acceptable bank draft made payable to such Shareholderthe order of Purchaser.

Put Option. In Notwithstanding Section 3.5 hereof, in the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder the other Investor shall have the right to sell, unilaterally sell to the Violating Investor the type and without number of shares of Common Stock equal to the requirement for additional acceptance on number of shares such Investor would have been entitled to sell to the part of Violating Investor or transferee under Section 3.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms hereof. This sale shall be made on the following terms and conditions: (ia) The price per Share share at which the Shares are Common Stock is to be sold to the Prohibited Transferor Violating Investor shall be equal to the price per Share that would have been share (on an as-converted basis) paid by the transferee to the Prohibited Transferor had Violating Investor in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Violating Investor shall also reimburse such Shareholder the other Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s Investor's rights under Section 3.02 and this Section with respect to such Shares3. (iib) Within ninety (90) days after the later of the dates on which the other Investor (A) receives notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder shallthe other Investor, if exercising the “put” option created hereby, shall deliver to the Prohibited Transferor Violating Investor the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iiic) The Prohibited Transferor Violating Investor shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder Investor pursuant to this Section 3.04(b)3.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i3.6(a), in cash or by other means acceptable to such Shareholderthe other Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder the Investors shall have the right to sell, unilaterally and without sell to the requirement for additional acceptance on selling Transferor or Transferors a number of shares of Common Stock (either directly or through delivery of Preferred Stock) equal to the part number of shares the Investors would have been entitled to transfer to the Purchase Offeror in the Prohibited Transferor, Transfer pursuant to the Prohibited Transferor all or any portion of its Shares, pursuant to terms hereof. Such sale shall be made on the following terms and conditions: (ia) The price per Share share and terms at which the Shares shares are to be sold to the Prohibited selling Transferor or Transferors shall be equal to the price per Share that would have been share paid and terms agreed to by the transferee purchaser to the Prohibited selling Transferor had or Transferors in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited selling Transferor or Transferors shall also reimburse such Shareholder the Investors for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s Investors' rights under Section 3.02 and this Section with respect to such SharesArticle 2. (iib) Within ninety (90) 90 days after the later of the dates on which the Investors (Ai) received notice from a Transferor of the Prohibited Transfer was delivered to the Shareholder or (Bii) the Shareholder otherwise obtained actual knowledge became aware of the Prohibited Transfer, such Shareholder the Investors shall, if exercising the “put” put option created hereby, deliver to the Prohibited selling Transferor or Transferors the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iiic) The Prohibited selling Transferor or Transferors shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder Investor, pursuant to this Section 3.04(b2.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i2.2(a), by certified check or bank draft made payable to the order of the Investors. (d) Notwithstanding the foregoing, any attempt to transfer shares of the Company in cash or by other means acceptable to violation of Article 1 hereof, shall be void and the Company agrees it will not effect such Shareholdera transfer nor will it treat any purported transferee as the holder of such shares without the written consent of the Investors.

Put Option. (a) In the event of a prohibited Transfer in violation of Section 1.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to such Key Holder the type and without number of shares of Common Stock equal to the requirement for additional acceptance on number of shares each Investor would have been entitled to transfer to the part of purchaser or transferee under Section 1.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ic) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor Key Holder shall be equal to the price per Share that would have been share paid by the purchaser or transferee to the such Key Holder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Key Holder shall also reimburse such Shareholder each Investor for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the ShareholderInvestor’s rights under Section 3.02 and this Section with respect to such Shares1.3. (iid) Within ninety (90) days after the later of the dates date on which (A) an Investor received notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Key Holder the certificate or certificates representing Shares the shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iiie) The Prohibited Transferor Such Key Holder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder an Investor, pursuant to this Section 3.04(b)2.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i2.2(c), in cash or by other means acceptable to such Shareholderthe Investor.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to the Transferor the type and without number of Equity Securities equal to the requirement for additional acceptance on number of Equity Securities such Investor would have been entitled to transfer to the part of third-party transferee under Section 10.3 had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, 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 share at which the Shares shares are to be sold to the Prohibited Transferor shall be equal to the price per Share that would have been share paid by the third-party transferee to the Prohibited Transferor had in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor shall also reimburse such Shareholder each Investor for any and all reasonable fees and expensesexpense, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholdersuch Investor’s rights under Section 3.02 and this Section with respect to such Shares10. (ii) Within ninety (90) days after the later of the dates on which an Investor (Ax) received notice of the Prohibited Transfer was delivered to the Shareholder or (By) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor an instrument of transfer and either the certificate or certificates representing Shares shares to be soldsold under this Section 10.5 by such Investor, each certificate to be properly endorsed for Transfer. (iii) transfer, or an affidavit of lost certificate. The Prohibited Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b)foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i)expenses, in cash by wire transfer of immediately available funds or by other means acceptable to such ShareholderInvestor. The Company will concurrently therewith record such transfer on its books and update its Register of Members and will promptly thereafter and in any event within five days reissue certificates, as applicable, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Investor shall have the right to sell, unilaterally sell to the Transferor the type and without number of Equity Securities equal to the requirement for additional acceptance on number of Equity Securities such Investor would have been entitled to transfer to the part of third-party transferee under Section 2.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:. (ia) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor shall be equal to the price per Share that would have been share paid by the third-party transferee to the Prohibited Transferor had in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor shall also reimburse such Shareholder each Investor for any and all reasonable fees and expensesexpense, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholdersuch Investor’s rights under Section 3.02 and this Section with respect to such Shares2. (iib) Within ninety (90) days after the later of the dates on which an Investor (Ax) received notice of the Prohibited Transfer was delivered to the Shareholder or (By) the Shareholder otherwise obtained actual knowledge becomes aware of the Prohibited Transfer, such Shareholder Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor an instrument of transfer and either the certificate or certificates representing Shares shares to be soldsold under this Section 2.6 by such Investor, each certificate to be properly endorsed for Transfer. (iii) transfer, or an affidavit of lost certificate. The Prohibited Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b)foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i)expenses, in cash by wire transfer of immediately available funds or by other means acceptable to such ShareholderInvestor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In Notwithstanding Section 1.5 hereof, in the event of a ---------- Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder the other Investor shall have the right to sell, unilaterally sell to the Violating Investor the type and without number of shares of Subject Shares equal to the requirement for additional acceptance on number of shares such Investor would have been entitled to sell to the part of Violating Investor or transferee under Section 1.3 hereof had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms hereof. This sale shall be made on the following terms and conditions: (ia) The price per Share share at which the Subject Shares are to be sold to the Prohibited Transferor Violating Investor shall be equal to the price per Share that would have been share (on an as-converted basis) paid by the transferee to the Prohibited Transferor had Violating Investor in the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Violating Investor shall also reimburse such Shareholder the Investors for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s Investors' rights under Section 3.02 and this Section with respect to such Shares1. (iib) Within ninety (90) days after the later of the dates on which the Investors: (Ai) receive notice of the Prohibited Transfer was delivered to the Shareholder Transfer; or (Bii) the Shareholder otherwise obtained actual knowledge become aware of the Prohibited Transfer, such Shareholder shallthe Investors, if exercising the “put” option created hereby, shall deliver to the Prohibited Transferor Violating Investor the certificate or certificates representing Shares shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iiic) The Prohibited Transferor Violating Investor shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder Investors pursuant to this Section 3.04(b)1.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i1.6(a), in cash or by other means acceptable to such Shareholderthe other Investor.

Put Option. In the event any Selling Stockholder transfers any Shares in contravention of the Co-Sale Right in Section 2 (a "Prohibited Transfer in violation Transfer"), to the extent that such transfer is valid and recorded on the books of Section 3 of this Agreementand recognized by the Company, each Shareholder shall Holder, in addition to such other remedies as may be available at law, in equity or hereunder, will have the right to sellsell to the Selling Stockholder, unilaterally and without in the requirement for additional acceptance on event such Holder exercises such right the part Selling Stockholder shall be obligated to purchase from such Holder, the type and number of Shares that such Holder would have been entitled to transfer to the third-party transferee pursuant to Section 2 above had the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, Transfer been effected pursuant to and in compliance with the terms of this Agreement. Such sale is to be made on the following terms and conditions: (ia) The the price per Share at which the Shares are to be sold to the Prohibited Transferor Selling Stockholder shall be equal to the price per Share that would have been paid by the third-party transferee to in the Prohibited Transferor had Transfer; (b) each Holder must exercise the Prohibited Transfer been made in accordance with Section 3.02. The Prohibited Transferor shall also reimburse such Shareholder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred right to sell pursuant to the exercise or the attempted exercise of the Shareholder’s rights under Section 3.02 and this Section with respect to such Shares. 3 within sixty (ii) Within ninety (9060) days after the later of the dates on which the Holder (Ai) received notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder or (ii) otherwise became aware of the Prohibited Transfer, and each Holder shall, if exercising in order to exercise the “put” option right created hereby, deliver to the Prohibited Transferor Selling Stockholder the certificate or certificates representing the Shares to be sold, each certificate to be properly endorsed for Transfer.transfer; and (iiic) The Prohibited Transferor the Selling Stockholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder a Holder pursuant to this Section 3.04(b)3, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses therefor, as specified in Section 3.04(b)(i)clause (a) above, in cash or by other means acceptable to such Shareholderthe Holder.