Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer, each such Eligible Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, to sell to such Selling Holder and such Selling Holder shall have the obligation to purchase the 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 Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold to the Selling Holder shall be equal to the price per share paid by the purchaser to such Selling Holder in such Prohibited Transfer. The Selling Holder shall also reimburse each Eligible 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 Eligible Investor’s rights under this section. (b) Within ninety (90) calendar days after the date on which an Eligible Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor shall, if exercising the option created hereby, deliver to the Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate properly endorsed for transfer. (c) Such Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, pursuant to this Section 4, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above, in cash or by other means acceptable to the Investor.

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

Put Option. (a) In the event that a Key Employee should sell any Key Employee Stock in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Employee shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each such Eligible Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Holder and such Selling Holder shall have the obligation to purchase Key Employee the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares of Capital Stock are to be sold to the Selling Holder Key Employee shall be equal to the price per share paid by the purchaser to such Selling Holder Key Employee in such Prohibited Transfer. The Selling Holder Key Employee shall also reimburse each Eligible 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 Eligible Investor’s rights under this sectionSection 2.3. (bii) Within ninety (90) calendar days after the date on which an Eligible Investor received receives notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor shall, if exercising the option created hereby, deliver to the Selling Holder Key Employee the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (ciii) Such Selling Holder Key Employee shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, pursuant to this Section 44.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above4.1(b)(i), in cash or by other means acceptable to the Investor.

Put Option. In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Qualifying Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Qualifying Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided by this Section 4.2, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each such Eligible Qualifying Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Key Holder and such Selling Holder shall have the obligation to purchase the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Qualifying Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.4 had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold to the Selling Key Holder shall be equal to the price per share paid by the purchaser to such Selling Key Holder in such Prohibited Transfer. The Selling Key Holder shall also reimburse each Eligible Qualifying Investor for any and all fees and expenses, including reasonable legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible Qualifying Investor’s rights under this sectionSection 2.4. (b) Within ninety (90) calendar days after the date on which an Eligible a Qualifying Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Qualifying Investor shall, if exercising the option created hereby, deliver to the Selling Key Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (c) Such Selling Key Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible a Qualifying Investor, pursuant to this Section 44.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above4.2(b), in cash or by other means acceptable to the such Qualifying Investor.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”), each such Eligible Investor shall have the rightPreferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available by at law, in equity or hereunder, shall have the right to sell to such Selling Key Holder and such Selling Holder shall have the obligation to purchase Transferor the type and number of shares of Capital Stock the Common Shares equal to the number of shares each such Eligible Investor Preferred Holder or Non-Transferring Key Executive would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 3.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold to the Selling Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Selling Key Holder Transferor in such Prohibited Transfer. The Selling Key Holder Transferor shall also reimburse each Eligible Investor Preferred Holder and Non-Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible InvestorPreferred Holder’s or Non-Transferring Key Executive’s rights under this sectionSection 3.4 hereof. (b) Within ninety sixty (9060) calendar days after the date on which an Eligible Investor a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, deliver to the Selling Key Holder Transferor the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (c) Such Selling Key Holder Transferor shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investora Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 44.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above), in cash or by other means reasonably acceptable to the InvestorPreferred Holder or Non-Transferring Key Executive, as applicable. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Preferred Holders and Non-Transferring Key Executives if a majority in interest of the Preferred Holders and Non-Transferring Key Executives do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key Executives.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each such Eligible Major Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Holder and such Selling Holder shall have the obligation to purchase Founder the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Major Investor would have been entitled to Transfer to the purchaser under Section 2.5 above 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares of Capital Stock are to be sold to the Selling Holder Founder shall be equal to the price per share paid by the purchaser to such Selling Holder Founder in such Prohibited Transfer. The Selling Holder Founder shall also reimburse each Eligible Major Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible Major Investor’s rights under this sectionSection 2.4. (bd) Within ninety (90) calendar days after the date on which an Eligible a Major Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Major Investor shall, if exercising the option created hereby, deliver to the Selling Holder Founder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, if applicable, each such certificate to be properly endorsed for transfer. (ce) Such Selling Holder Founder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, if applicable, pursuant to this Section 44.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above4.1(c), in cash or by other means acceptable to the Major Investor.

Put Option. In the event of a Prohibited Transfer, each such Eligible Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, to sell to such Selling Holder and such Selling Electing Holder shall have the obligation right (but shall not be obligated) to purchase sell to the type and Selling Holder who made the Prohibited Transfer a number of shares of Capital Common Stock of the Company equal to the number of shares each such Eligible Investor the Electing Holder would have been entitled to Transfer transfer to the proposed purchaser under Section 2.5 above had in the Prohibited Transfer been effected pursuant to and in compliance with the terms hereofthis Section 3 assuming such Electing Holder elected to exercise its co-sale rights under Section 3 to their fullest extent. Such sale shall be made on the following terms and conditions: (a) 3.5.1 The price per share at which the shares of Capital Stock are to be sold to the any such Selling Holder shall be equal to the price per share paid by the purchaser to such Selling Holder in such the Prohibited Transfer. The Such Selling Holder shall also reimburse each Eligible Investor the Electing Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Electing Holder’s rights under this sectionSection 3.5. (b) 3.5.2 Within ninety (90) calendar days after the date later of the dates on which an Eligible Investor the Electing Holder (i) received notice from such Selling Holder of the Prohibited Transfer or (ii) otherwise became aware have actual knowledge of the Prohibited Transfer, such Eligible Investor the Electing Holder shall, if exercising the put option created hereby, deliver to the such Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. The failure of the Electing Holder to exercise the put option in such ninety (90) day period shall constitute a waiver of the Electing Holder’s right under this Section 3.5. (c) 3.5.3 Such Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investorthe Electing Holder, pursuant to this Section 43.5.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpenses reimbursable under Section 3.5.1, as specified in Section 4.2(a) above, in cash or by other means acceptable check made payable to the Investororder of such Electing Holder.

Put Option. (a) In the event that an Investor should sell any Investor Stock in contravention of the co-sale rights of each Qualified Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Qualified Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Selling Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each such Eligible Qualified Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Holder and such Selling Holder shall have the obligation to purchase Investor the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Qualified Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares of Capital Stock are to be sold to the Selling Holder Investor shall be equal to the price per share paid by the purchaser to such Selling Holder Investor in such Prohibited Transfer. The Selling Holder Investor shall also reimburse each Eligible Qualified 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 Eligible Qualified Investor’s rights under this sectionSection 2.4. (bd) Within ninety (90) calendar 90 days after the date on which an Eligible a Qualified Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Qualified Investor shall, if exercising the option created hereby, deliver to the Selling Holder Investor the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (ce) Such Selling Holder Investor shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible a Qualified Investor, pursuant to this Section 44.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above4.2(c), in cash or by other means acceptable to the Investor.

Put Option. (a) In the event that: (i) the Company or any of the Key Holders, prior to the Qualified IPO, is in material breach of the obligations under the Transaction Documents, or (ii) the Company has not completed a Qualified IPO within two (2) years from Closing, each Preferred Shareholder shall be entitled to require the Key Holders to purchase, at a purchase price (the “Put Option Exercise Price”) with respect to each Series A Preferred Shares, equal to the Series A Original Purchase Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus twenty-three percent (23%) of an internal rate of return for such Series A Original Purchase Price, in each case as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers. (b) In the event that a Key Holder Transferor transfer any Shares in disregard or contravention of Section 4.5 or the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), at the option of any Preferred Shareholder with a written notice to the Key Holder Transferor so requesting (the “Put Notice”), each such Eligible Investor Preferred Shareholder shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right (but not the obligation) to sell to such Selling anyone of the Key Holder and such Selling Holder shall have Transferors the obligation to purchase the type and number of shares of Capital Stock Shares equal to the number of shares each Shares such Eligible Investor Preferred Shareholder would have been entitled to Transfer transfer to the purchaser Bona Fide Purchaser under Section 2.5 above 4.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) The the price per share Share at which the shares of Capital Stock Shares are to be sold to the Selling Key Holder Transferor shall be equal to the price per share Share paid by the purchaser Bona Fide Purchaser to such Selling the Key Holder Transferor(s) in such the Prohibited TransferTransfer or Put Option Exercise Price, whichever is higher. The Selling Key Holder Transferor shall also also, on a joint and several basis reimburse each Eligible Investor Preferred Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Preferred Shareholder’s rights under this sectionSection 4.8. (bii) Within ninety (90) calendar days after the date on which an Eligible Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor each Preferred Shareholder shall, if exercising the option created hereby, deliver to the Selling Key Holder Transferor within thirty (30) days after the certificate later of the dates on which the Preferred Shareholder: (A) received notice of the Prohibited Transfer; or certificates (or lost certificate affidavit B) otherwise become aware of the Prohibited Transfer, a notice describing the type and agreement) representing the number of shares to be sold, each such certificate properly endorsed for transfertransferred by the Preferred Shareholder. (ciii) Such Selling the Key Holder Transferor shall, promptly upon receipt of the certificate or certificates (or lost certificate affidavit and agreementnotice described in subsection 4.8(b)(ii) above from the Preferred Shareholder(s) exercising the option created hereby, pay to each such Preferred Shareholder the aggregate purchase price for the shares Shares to be sold by an Eligible Investorsuch Preferred Shareholder, pursuant to this Section 4, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) abovesubparagraph 4.8(b)(ii), in cash or by other means acceptable to the InvestorPreferred Shareholder. (iv) upon receipt of full payment of the amount due from the Key Holder Transferor, the Preferred Shareholder shall deliver to the Key Holder Transferor the certificate or certificates representing shares to be sold, together with a transfer form signed by the Preferred Shareholder transferring such Shares. (v) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer any of the Shares in violation of Section 4 hereof shall be void, and the Company undertakes it will not effect such a Transfer nor will treat any alleged transferee as the holder of such Shares without the prior written consent of the holders of all the Series A Preferred Shares then outstanding.

Put Option. In the event that a Key Holder should sell any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.2 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. In the event of a Prohibited Transfer, each such Eligible Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Key Holder and such Selling Holder shall have the obligation to purchase the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) : The price per share at which the shares of Capital Stock are to be sold to the Selling Key Holder shall be equal to the price per share paid by the purchaser to such Selling Key Holder in such Prohibited Transfer. The Selling Key Holder shall also reimburse each Eligible Investor Investors for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible Investor’s rights under this section. (b) Section 2.4. Within ninety (90) calendar 90 days after the date on which an Eligible Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor shall, if exercising the option created hereby, deliver to the Selling Key Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (c) . Such Selling Key Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, pursuant to this Section 44.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above4.1(c), in cash or by other means acceptable to the Investor.

Put Option. In the event of a Prohibited TransferTransfer by a Selling Holder, each such Eligible Investor Ash shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Holder and Holder, and, if such right is exercised, such Selling Holder shall have the obligation to purchase the type and from Ash a number of shares of Capital Stock common stock (including preferred stock convertible into common stock) equal to the number of shares each such Eligible Investor Ash would have been entitled to Transfer transfer to the purchaser under Section 2.5 above had Buyer in the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold to the such Selling Holder shall be equal to the price per share paid by the purchaser Buyer to such Selling Holder in such the Prohibited Transfer. The Such Selling Holder shall also reimburse each Eligible Investor Ash for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred in connection with pursuant to the exercise or the attempted exercise of the Eligible Investor’s Ash's rights under this sectionSection. (b) Within ninety (90) calendar 20 days after the date later of the dates on which an Eligible Investor Ash (i) received notice from such Selling Holder of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, such Eligible Investor Ash shall, if exercising the put option created hereby, deliver to the such Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (c) Such Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible InvestorAsh, pursuant to this Section 4, immediately pay the aggregate purchase price therefor thereof and the amount of reimbursable fees and expensesexpense, as specified in Section 4.2(a) above, in cash by certified check or by other means acceptable bank draft made payable to the Investororder of Ash. Notwithstanding the foregoing, any attempt to transfer shares of the Company in violation hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares.

Put Option. In the event of a Prohibited Transfer, each such Eligible Investor shall Preferred Holder will have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such the Selling Holder and such Selling Holder shall have Stockholder the obligation to purchase the type and number of shares of Capital Stock Shares equal to the number of shares each such Eligible Investor Preferred Holder would have been entitled to Transfer transfer to the purchaser under Section 2.5 above had the Prohibited Transfer (under Section 2.3 hereof) been effected pursuant to and in compliance with the terms hereofand conditions of this Agreement. Such sale shall will be made on the following terms and conditions: (a) The the price per share at which the shares of Capital Stock are to be sold to the Selling Holder shall will be equal to the price per share paid by the purchaser to such Selling Holder in such the Prohibited Transfer. The Selling Holder shall Stockholder will also reimburse each Eligible Investor such 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 Eligible InvestorPreferred Holder’s rights under this section.Section 2; (b) Within within ninety (90) calendar days after the date later of the dates on which an Eligible Investor a Preferred Holder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Eligible Investor shallPreferred Holder will, if exercising the option created hereby, deliver have available for delivery to the Selling Holder Stockholder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer or accompanied by an executed stock power to effect such transfer.; (c) Such the Selling Holder shallStockholder will, upon receipt of notice of the availability of the certificate or certificates (or lost certificate affidavit and agreement) for the shares Shares to be sold by an Eligible Investora Preferred Holder, pursuant to this Section 44.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) abovehereof, in cash or by other means acceptable to the Investor.Preferred Holder, and the Preferred Holder will deliver to the Selling Stockholder the certificate or certificates for the Shares to be sold pursuant to this Section 4.2; and Notwithstanding the foregoing, any attempt by a Selling Stockholder to transfer Shares in violation of Section 2 hereof will be voidable at the option of a majority in interest of the Preferred Holders, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares without the prior written consent of a majority in interest of the Preferred Holders

Put Option. In the event a Key Holder shall Transfer any Key Holder Stock in contravention of the co-sale rights of the Major Investors under Section 2.4 hereof (a “Prohibited Transfer”), each such Eligible Investor shall have the rightMajor Investor, in addition to such other remedies as may be available by at law, in equity or hereunder, shall have the right to sell to such Selling Key Holder and such Selling Holder shall have the obligation to purchase the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Major Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares of Capital Stock are to be sold to the Selling Key Holder shall be equal to the price per share paid by the purchaser to such Selling Key Holder in such Prohibited Transfer. The Selling Key Holder shall also reimburse each Eligible Major Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible Major Investor’s rights under this sectionSection 2.4 hereof. (b) Within ninety (90) calendar days after the date on which an Eligible a Major Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Major Investor shall, if exercising the option created hereby, deliver to the Selling Key Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (c) Such Selling Key Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible a Major Investor, pursuant to this Section 44.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above), in cash or by other means acceptable to the Major Investor. (d) Notwithstanding the foregoing, any attempt by a Key Holder to Transfer Key Holder Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Major Investors if a majority in interest of the Major Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Major Investors.

Put Option. (a) In the event that a Transferring Shareholder should sell any Shareholder Stock in contravention of the co-sale rights of each Non-Transferring Party under Section 3.4 of this Agreement (a “Prohibited Sale”), each Non-Transferring Party, in addition to such other remedies as may be available at law, in equity or under this Agreement, shall have the put option provided for below, and such Transferring Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited TransferSale, each such Eligible Investor Non-Transferring Party shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Selling Holder and such Selling Holder shall have the obligation to purchase Transferring Shareholder the type and number of shares of Capital Common Stock that is equal to the number of shares each such Eligible Investor Non-Transferring Party would have been entitled to Transfer to the purchaser under Section 2.5 above 3.4 had the Prohibited Transfer Sale been effected pursuant to and in compliance with the terms hereofof this Agreement. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares of Capital Stock are to be sold to the Selling Holder Transferring Shareholder shall be equal to the price per share paid by the purchaser to such Selling Holder Transferring Shareholder in such Prohibited TransferSale. The Selling Holder Transferring Shareholder shall also reimburse each Eligible Investor Non-Transferring Party for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Eligible Investorsuch Non-Transferring Party’s rights under Section 3.4 and this sectionSection 6.3. (bii) Within ninety sixty (9060) calendar days after the date on which an Eligible Investor a Non-Transferring Party received notice of the Prohibited Transfer Sale or otherwise became aware of the Prohibited TransferSale, such Eligible Investor Non-Transferring Party shall, if exercising the option created herebyprovided for in this Section 6.3, deliver tender to the Selling Holder Transferring Shareholder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (ciii) Such Selling Holder The Transferring Shareholder shall, upon receipt tender of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investora Non-Transferring Party, pursuant to this Section 46.3, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above6.3(b)(i), in cash or by other means acceptable to the InvestorNon-Transferring Party.

Put Option. (a) In the event that a Major Selling Common Holder should sell any Common Holder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Major Selling Common Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each such Eligible Investor shall have the right, in addition to such remedies as may be available by law, in equity or hereunder, right to sell to such Major Selling Common Holder and such Selling Holder shall have the obligation to purchase the type and number of shares of Capital Common Stock equal to the number of shares each such Eligible Investor would have been entitled to Transfer transfer to the purchaser under Section 2.5 above 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ac) The price per share at which the shares of Capital Stock are to be sold to the Major Selling Common Holder shall be equal to the price per share paid by the purchaser to such Major Selling Common Holder in such Prohibited Transfer. The Major Selling Common Holder shall also reimburse each Eligible 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 Eligible Investor’s rights under this sectionSection 2.4. (bd) Within ninety (90) calendar days after the date on which an Eligible Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Eligible Investor shall, if exercising the option created hereby, deliver to the Major Selling Common Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, each such certificate to be properly endorsed for transfer. (ce) Such Major Selling Common Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, pursuant to this Section 45.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a) above5.2(c), in cash or by other means acceptable to the Investor.