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. 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 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. In the event of If a Prohibited Transfer occurs, in violation respect of Section 3 of this Agreement9.1(i), each Shareholder Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell, unilaterally and without sell to the requirement Transfer or the Shares such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for additional acceptance on the part of the Prohibited TransferorTransfer (such Shares, the “Put Shares”). The foregoing sale to the Prohibited Transferor all or any portion of its Shares, pursuant to shall be made on the following terms and conditions: (i) The the price per share of each Put Share at which the Shares are to be sold to the Prohibited Transferor shall be equal to the price per Share share specified in the Transfer Notice; provided 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 Co-Sale Holder any and all reasonable fees and expensesexpense, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s Rights of Co-Sale and the rights under Section 3.02 and this Section with respect to such Shares.9; and (ii) Within 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 following the Prohibited Transfer, such Shareholder shall, if exercising the “put” Co-Sale Holder who has elected to exercise its put option created hereby, under this Section 9 shall deliver to the Prohibited such Transferor the certificate an instrument of transfer and one or more certificates representing the Shares to be soldsold under this Section 9, each certificate to be properly endorsed for Transfer. (iii) The Prohibited transfer, or an affidavit of lost certificate representing the same. Such 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 for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i(if any), in cash by wire transfer of immediately available funds or by any other means acceptable to such ShareholderCo-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 Shares held by each of them giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1.

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. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer in violation of Section 3 of this AgreementTransfer, each Shareholder Major Investor shall have the right to sell, unilaterally sell to such Founder the type and without number of shares of Common Stock equal to the requirement for additional acceptance on number of shares each Major 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: (ic) The price per Share share at which the Shares shares are to be sold to the Prohibited Transferor Founder shall be equal to the price per Share that would have been share paid by the transferee purchaser to the such Founder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Founder shall also reimburse such Shareholder each Major 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 ShareholderMajor Investor’s rights under Section 3.02 and this Section with respect to such Shares2.4. (iid) Within ninety (90) days after the later of the dates date on which (A) a Major 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 Major Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Founder the certificate or certificates representing Shares the shares to be sold, if applicable, each certificate to be properly endorsed for Transfertransfer. (iiie) The Prohibited Transferor Such Founder shall, upon receipt of the certificate or certificates for the Shares shares to be sold by the Shareholder an Investor, if applicable, pursuant to this Section 3.04(b)4.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i4.1(c), in cash or by other means acceptable to such Shareholderthe Major 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 the requirement for additional acceptance on the part all or a portion of the Prohibited Transferor, number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer to the prospective purchaser under Section 10 hereof had 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 Equity Securities are to be sold to the Prohibited Transferor shall be equal to the price per Offered Share that would have been paid by the transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transferor had 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 and documented 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 SharesSections 8 through 12. (ii) Within ninety sixty (9060) 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 Equity Securities to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for Transfer. (iii) transfer, or an affidavit of lost certificate. The Prohibited Transferor shall, immediately 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 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 Transferor and such Investor reflecting the Equity Securities held by them following 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 such Eligible Investor shall have the right right, in addition to sellsuch remedies as may be available by law, unilaterally in equity or hereunder, to sell to such Selling Holder and without such Selling Holder shall have the requirement for additional acceptance on obligation to purchase the part type and number of shares of Capital Stock equal to the number of shares each such Eligible Investor would have been entitled to Transfer to the purchaser under Section 2.5 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 hereof. Such sale shall be made on the following terms and conditions: (ia) The price per Share share at which the Shares shares of Capital Stock are to be sold to the Prohibited Transferor Selling Holder shall be equal to the price per Share that would have been share paid by the transferee purchaser to the such Selling Holder in such Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Selling Holder shall also reimburse such Shareholder each Eligible 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 ShareholderEligible Investor’s rights under Section 3.02 and this Section with respect to such Sharessection. (iib) Within ninety (90) calendar days after the later of the dates date on which (A) an Eligible 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 Eligible Investor shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing Shares the shares to be sold, each such certificate to be properly endorsed for Transfertransfer. (iiic) The Prohibited Transferor Such Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the Shares shares to be sold by the Shareholder an Eligible Investor, pursuant to this Section 3.04(b)4, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i)4.2(a) above, 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 Agreementby a Shareholder, each Shareholder Investor shall have the right option to sell, unilaterally and without the requirement for additional acceptance on the part sell to such Shareholder a number of shares of Common Stock of the Prohibited Transferor, Company (either directly or through delivery of Preferred Stock) equal to the number of shares which such Investor would have been entitled to sell had such Prohibited Transferor all or any portion of its SharesTransfer been effected in accordance with Section 5 hereof, pursuant to 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 Shareholder shall be equal to the price per Share that would have been share paid to the Shareholder by the transferee to third-party purchaser or purchasers of the Shareholder's Stock in the Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02Transfer. The Prohibited Transferor Shareholder 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 Shareholder’s Investor's rights under Section 3.02 and this Section with respect to such Shares5(b) hereof. (ii) Within The Investors shall deliver to the Shareholder, within ninety (90) days after the later of the dates on which (A) the Investors received notice of the Prohibited Transfer was delivered to from the Shareholder or (B) the Shareholder otherwise obtained actual knowledge become aware 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 shares to be sold, each certificate to be properly endorsed for Transfertransfer. (iii) The Prohibited Transferor Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b)repurchased shares, pay the aggregate Section 7(b) purchase price therefor therefor, by certified check or bank draft made payable to the order of the Investors exercising such option, and the amount of reimbursable shall reimburse such parties for any additional expenses, including legal fees and expenses as specified expenses, incurred in Section 3.04(b)(i), in cash or by other means acceptable to effecting such Shareholderpurchase and resale.

Put Option. In the event that a Key Holder should sell any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.2 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer 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 2.2 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 Investors 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 Shares. (ii) 2.4. Within ninety (90) 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 Transfer. (iii) The Prohibited Transferor transfer. 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)4.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses expenses, as specified in Section 3.04(b)(i4.1(c), in cash or by other means acceptable to such Shareholderthe Investor.

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.