Common use of Put Option Clause in Contracts

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, each Investor 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 Investor would have been entitled to Transfer to the purchaser under Section 2.5 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 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 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 Investor’s rights under Section 2.5. (ii) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such 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. (iii) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an 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(b)(i), in cash or by other means acceptable to the Investor.

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 TransferTransfer in violation of Section 3 of this Agreement, each Investor Shareholder shall have the right to sell to such Key Holder sell, unilaterally and without the type and number requirement for additional acceptance on the part of shares of Common Stock equal the Prohibited Transferor, to the number Prohibited Transferor all or any portion of shares each Investor would have been entitled its Shares, pursuant to Transfer to the purchaser under Section 2.5 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 Share at which the shares Shares are to be sold to the Key Holder Prohibited Transferor shall be equal to the price per share Share that would have been paid by the purchaser transferee to such Key Holder the Prohibited Transferor had the Prohibited Transfer been made in such Prohibited Transferaccordance with Section 3.02. The Key Holder Prohibited Transferor shall also reimburse each Investor such Shareholder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the InvestorShareholder’s rights under Section 2.53.02 and this Section with respect to such Shares. (ii) Within ninety (90) days after the date later of the dates on which an Investor received (A) notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Investor Shareholder shall, if exercising the “put” option created hereby, deliver to the Key Holder Prohibited Transferor the certificate or certificates representing the shares Shares to be sold, each certificate to be properly endorsed for transferTransfer. (iii) Such Key Holder The Prohibited Transferor shall, upon receipt of the certificate or certificates for the shares Shares to be sold by an Investor, the Shareholder pursuant to this Section 4.23.04(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, expenses as specified in Section 4.2(b)(i3.04(b)(i), in cash or by other means acceptable to the Investorsuch 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, each the Investor shall have the right to sell to such Key Holder the type and selling Principal Stockholder(s) a number of shares of Common Stock (either directly or through delivery of convertible Preferred Stock) equal to the number of shares each the Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 hereof had Purchase Offeror in the Prohibited Transfer been effected pursuant to, and in compliance with, to the terms hereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Key Holder selling Principal Stockholder or Principal Stockholders shall be equal to the price per share paid by the purchaser to such Key Holder the selling Principal Stockholder or Principal Stockholders in such the Prohibited Transfer. The Key Holder selling Principal Stockholder or Principal Stockholders shall also reimburse each the selling Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the such Investor’s 's rights under this Section 2.52. (iib) Within ninety sixty (9060) days after the date later of the dates on which an the Investor received (i) receives notice from a Principal Stockholder of the Prohibited Transfer, such or (ii) otherwise becomes aware of the Prohibited Transfer, the Investor shall, if exercising the put option created hereby, deliver to the Key Holder selling Principal Stockholder or Principal Stockholders the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer, together with notice of and documentation for reimbursable expenses. (iiic) Such Key Holder The selling Principal Stockholder(s) shall, upon receipt of the certificate or certificates for the shares to be sold by an the Investor, pursuant to this Section 4.22.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the order of the Investor.

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, each Investor shall have the right to sell to such Key Holder the Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares each Equity Securities such Investor would have been entitled to Transfer transfer to the purchaser third-party transferee under Section 2.5 2.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereof. Such sale shall be made on the following terms and conditions:. (ia) 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 third-party transferee to such Key Holder the Transferor in such the Prohibited Transfer. The Key Holder Transferor shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the such Investor’s rights under Section 2.52. (iib) Within ninety (90) days after the date later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor an instrument of transfer and either the certificate or certificates representing the shares to be soldsold under this Section 2.6 by such Investor, each certificate to be properly endorsed for transfer. (iii) Such Key Holder , or an affidavit of lost certificate. The Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the InvestorTransferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock Notwithstanding Section 3.5 hereof, 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, each the other Investor shall have the right to sell to such Key Holder the Violating Investor the type and number of shares of Common Stock equal to the number of shares each such Investor would have been entitled to Transfer sell to the purchaser Violating Investor or transferee under Section 2.5 3.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereof. Such This sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are Common Stock is to be sold to the Key Holder Violating Investor shall be equal to the price per share (on an as-converted basis) paid by the purchaser transferee to such Key Holder the Violating Investor in such the Prohibited Transfer. The Key Holder Violating Investor shall also reimburse each the other Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Investor’s 's rights under Section 2.53. (iib) Within ninety (90) days after the date later of the dates on which an the other Investor received (A) receives notice of the Prohibited Transfer or (B) otherwise becomes aware of the Prohibited Transfer, such Investor shallthe other Investor, if exercising the option created hereby, shall deliver to the Key Holder Violating Investor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iiic) Such Key Holder The Violating Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, the Investor pursuant to this Section 4.23.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i3.6(a), in cash or by other means acceptable to the other Investor.

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, each Investor the Purchaser shall have the right right, and one available remedy for such breach shall be, to sell to such Key Holder Leeds, and Leeds shall have the type and obligation to purchase from the Purchaser, a number of shares of Common Stock equal to the number of shares each Investor the Purchaser would have been entitled to Transfer sell to the purchaser under Section 2.5 hereof had in the Prohibited Transfer been effected pursuant to, and in compliance with, to the terms of 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 are to be sold to the Key Holder Leeds shall be equal to the price per share sum of (i) the Share Price paid by the purchaser to such Key Holder the Leeds Affiliate in such the Prohibited Transfer. The Key Holder shall also reimburse each Investor Transfer and (ii) simple interest on the Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for any and all fees and expenses, including legal fees and expenses, incurred the period of time between the payment in connection with the exercise or the attempted exercise full of the Investor’s rights under Section 2.5purchase price with respect to the 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 date later of the dates on which an Investor the Purchaser (i) received notice from Leeds of the Prohibited Transfer or (ii) otherwise becomes aware of the Prohibited Transfer, such Investor the Purchaser shall, if exercising the put option created hereby, deliver to the Key Holder Leeds the certificate or certificates representing the Purchaser's Common Stock shares to be sold, each certificate to be properly endorsed for transferTransfer. (iiic) Such Key Holder Leeds shall, upon concurrently with its receipt of the certificate or certificates for the shares to be sold by an Investor, the Purchaser pursuant to this Section 4.22.2(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 4.2(b)(i2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Investororder of Purchaser.

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, each Investor Preferred Holder shall have the right to sell to such Key Holder the Selling Shareholder the type and number of shares of Common Stock Ordinary Shares equal to the number of shares each Investor Ordinary Shares such Preferred Holder would have been entitled to Transfer transfer to the purchaser third-party transferee under Section 2.5 4.4 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, 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 Selling Shareholder shall be equal to the price per share paid by the purchaser third-party transferee to such Key Holder the Selling Shareholder in such the Prohibited Transfer. The Key Holder Selling Shareholder shall also reimburse each Investor Preferred Holder for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Investorsuch Preferred Holder’s rights under Section 2.54. (ii) Within ninety (90) days after the date later of the dates on which an Investor the Preferred Holder (1) received notice of the Prohibited Transfer or (2) otherwise becomes aware of the Prohibited Transfer, such Investor Preferred Holder shall, if exercising the option created hereby, deliver to the Key Holder Selling Shareholder the certificate or certificates representing the shares to be soldsold under this Section 4.5 by such Preferred Holder, each certificate to be properly endorsed for transfer. (iii) Such Key Holder The Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investora Preferred Holder, 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(b)(i), in cash or by other means acceptable to the Investor.this

Put Option. (a) In the event that a Key Holder Stockholder should Transfer sell any Key Holder Stock Shares in contravention of the co-sale rights of each Investor under Section 2.5 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder Stockholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Key Holder Stockholder the type and number of shares of Common Stock capital stock equal to the number of shares each Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 2.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, 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 Stockholder shall be equal to the price per share paid by the purchaser to such Key Holder Stockholder in such Prohibited Transfer. The Key Holder Stockholder shall also reimburse each 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 Investor’s rights under Section 2.52.3. (ii) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder Stockholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Key Holder Stockholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, 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(b)(i), in cash or by other means acceptable to the Investor.

Put Option. (a) In the event that a Key Holder should Transfer sell any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.5 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, each Investor 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 Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 2.4 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, 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 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 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 Investor’s rights under Section 2.52.4. (ii) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such 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. (iii) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an 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(b)(i), in cash or by other means acceptable to the Investor.

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, each Investor shall have the right to sell to such Key Holder the Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares each Equity Securities such Investor would have been entitled to Transfer transfer to the purchaser third-party transferee under Section 2.5 hereof 10.3 had the Prohibited Transfer been effected pursuant to, to and in compliance with, 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 purchaser third-party transferee to such Key Holder the Transferor in such the Prohibited Transfer. The Key Holder Transferor shall also reimburse each Investor for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the such Investor’s rights under this Section 2.510. (ii) Within ninety (90) days after the date later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor an instrument of transfer and either the certificate or certificates representing the shares to be soldsold under this Section 10.5 by such Investor, each certificate to be properly endorsed for transfer. (iii) Such Key Holder , or an affidavit of lost certificate. The Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will concurrently therewith record such transfer on its books and update its Register of Members and will promptly thereafter and in any event within five days reissue certificates, as applicable, to the InvestorTransferor and the Investor reflecting the new securities held by them giving effect to such transfer.

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, each Investor the Investors shall have the right to sell to such Key Holder the type and selling Transferor or Transferors a number of shares of Common Stock (either directly or through delivery of Preferred Stock) equal to the number of shares each Investor the Investors would have been entitled to Transfer transfer to the purchaser under Section 2.5 hereof had Purchase Offeror in the Prohibited Transfer been effected pursuant to, and in compliance with, to the terms hereof. Such sale shall be made on the following terms and conditions: (ia) The price per share and terms at which the shares are to be sold to the Key Holder selling Transferor or Transferors shall be equal to the price per share paid and terms agreed to by the purchaser to such Key Holder the selling Transferor or Transferors in such the Prohibited Transfer. The Key Holder selling Transferor or Transferors shall also reimburse each Investor the Investors for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Investor’s Investors' rights under Section 2.5this Article 2. (iib) Within ninety (90) 90 days after the date later of the dates on which an Investor the Investors (i) received notice from a Transferor of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Investor the Investors shall, if exercising the put option created hereby, deliver to the Key Holder selling Transferor or Transferors the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iiic) Such Key Holder The selling Transferor or Transferors shall, upon receipt of the certificate or certificates for the shares to be sold by an the Investor, pursuant to this Section 4.22.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i2.2(a), in cash by certified check or by other means acceptable bank draft made payable to the Investororder of the Investors. (d) Notwithstanding the foregoing, any 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 purported transferee as the holder of such shares without the written consent of the Investors.

Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock Selling Stockholder transfers any Shares in contravention of the coCo-sale rights of each Investor under Sale Right in Section 2.5 of this Agreement 2 (a “"Prohibited Transfer”"), each Investor, shall have to the put option provided below, extent that such transfer is valid and such Key Holder shall be bound recorded on the books of and recognized by the applicable provisions of such option. (b) In the event of a Prohibited TransferCompany, each Investor shall Holder, in addition to such other remedies as may be available at law, in equity or hereunder, will have the right to sell to the Selling Stockholder, and in the event such Key Holder exercises such right the Selling Stockholder shall be obligated to purchase from such Holder, the type and number of shares of Common Stock equal to the number of shares each Investor Shares that such Holder would have been entitled to Transfer transfer to the purchaser under third-party transferee pursuant to Section 2.5 hereof 2 above had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereofof this Agreement. Such sale shall is to be made on the following terms and conditions: (ia) The the price per share Share at which the shares Shares are to be sold to the Key Holder Selling Stockholder shall be equal to the price per share Share paid by the purchaser to such Key Holder third-party transferee in such the Prohibited Transfer. The Key Holder shall also reimburse each 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 Investor’s rights under Section 2.5.; (iib) Within ninety each Holder must exercise the right to sell pursuant to this Section 3 within sixty (9060) days after the date later of the dates on which an Investor the Holder (i) received notice of the Prohibited Transfer, such Investor or (ii) otherwise became aware of the Prohibited Transfer, and each Holder shall, if exercising in order to exercise the option right created hereby, deliver to the Key Holder Selling Stockholder the certificate or certificates representing the shares Shares to be sold, each certificate to be properly endorsed for transfer.; and (iiic) Such Key Holder the Selling Stockholder shall, upon receipt of the certificate or certificates for the shares Shares to be sold by an Investor, a Holder pursuant to this Section 4.23, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, as specified in Section 4.2(b)(i)clause (a) above, in cash or by other means acceptable to the InvestorHolder.

Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock Notwithstanding Section 1.5 hereof, 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, each the other Investor shall have the right to sell to such Key Holder the Violating Investor the type and number of shares of Common Stock Subject Shares equal to the number of shares each such Investor would have been entitled to Transfer sell to the purchaser Violating Investor or transferee under Section 2.5 1.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereof. Such This sale shall be made on the following terms and conditions: (ia) The price per share at which the shares Subject Shares are to be sold to the Key Holder Violating Investor shall be equal to the price per share (on an as-converted basis) paid by the purchaser transferee to such Key Holder the Violating Investor in such the Prohibited Transfer. The Key Holder Violating Investor shall also reimburse each Investor the Investors for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Investor’s Investors' rights under Section 2.51. (iib) Within ninety (90) days after the date later of the dates on which an Investor received the Investors: (i) receive notice of the Prohibited Transfer; or (ii) otherwise become aware of the Prohibited Transfer, such Investor shallthe Investors, if exercising the option created hereby, shall deliver to the Key Holder Violating Investor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iiic) Such Key Holder The Violating Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, the Investors pursuant to this Section 4.21.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i1.6(a), in cash or by other means acceptable to the other Investor.

Put Option. (a) In the event that of a Key Holder should prohibited Transfer any Key Holder Stock in contravention violation of the co-sale rights of each Investor under Section 2.5 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, each Investor 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 Investor would have been entitled to Transfer transfer to the purchaser or transferee under Section 2.5 1.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereof. Such sale shall be made on the following terms and conditions: (ic) 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 or transferee to such Key Holder in such Prohibited Transfer. The Key Holder shall also reimburse each 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 Investor’s rights under Section 2.51.3. (iid) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such 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. (iiie) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.22.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i2.2(c), in cash or by other means acceptable to the Investor.

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, each Investor shall have the right to sell to such Key Holder the Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares each Equity Securities such Investor would have been entitled to Transfer transfer to the purchaser third-party transferee under Section 2.5 2.3 hereof had the Prohibited Transfer been effected pursuant to, to and in compliance with, with the terms hereof. Such sale shall be made on the following terms and conditions:. (ia) 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 third-party transferee to such Key Holder the Transferor in such the Prohibited Transfer. The Key Holder Transferor shall also reimburse each Investor for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the such Investor’s rights under Section 2.52. (iib) Within ninety (90) days after the date later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor an instrument of transfer and either the certificate or certificates representing the shares to be soldsold under this Section 2.6 by such Investor, each certificate to be properly endorsed for transfer. (iii) Such Key Holder , or an affidavit of lost certificate. The Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the InvestorTransferor and the Investor reflecting the new securities held by them giving effect to such transfer.