Common use of Put Option Clause in Contracts

Put Option. If a Prohibited Transfer occurs, in respect of Section 9.1(i), each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell to the Transfer or the Shares such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer (such Shares, the “Put Shares”). The foregoing sale to the Transferor shall be made on the following terms and conditions: (i) the price per share of each Put Share shall be equal to the price per share specified in the Transfer Notice; provided that the Transferor shall reimburse such Co-Sale Holder any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the rights under this Section 9; and (ii) within ninety (90) days following the Prohibited Transfer, such Co-Sale Holder who has elected to exercise its put option under this Section 9 shall deliver to such Transferor an instrument of transfer and one or more certificates representing the Shares to be sold under this Section 9, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. Such Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses (if any), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the 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. If a Prohibited Transfer occurs, in respect (a) The Company and STC hereby jointly and severally agree to purchase any Shares owned by Cinergy or any Management Investor if (a) the transactions contemplated by the Subscription Agreement are consummated after termination of Section 9.1(i), each Co-Sale Holder, the Merger Agreement and in respect of Section 9.1(ii), (b) such effected or relevant Co-Sale Holder, Stockholder shall have the right given notice of its intent to sell to the Transfer or the Shares such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to exercise its Rights of Co-Sale but for the Prohibited Transfer (such Shares, the “Put Shares”). The foregoing sale to the Transferor shall be made on the following terms and conditions: (i) the price per share of each Put Share shall be equal to the price per share specified in the Transfer Notice; provided that the Transferor shall reimburse such Co-Sale Holder any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the put rights under this Section 9; and2.7 within twenty business days of the date the transactions contemplated by the Subscription Agreement are consummated. (iib) within ninety (90) days following Parent or STC, as the Prohibited Transfercase may be, such Co-Sale Holder who has elected shall pay to exercise its the Stockholder exercising put option rights under this Section 9 shall deliver to such Transferor an instrument of transfer and one or more certificates representing the Shares to be sold under this Section 92.7, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. Such Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses (if any), in cash by wire transfer of immediately available funds or funds, against delivery of the certificates representing the put Common Stock, (x) $8.00 plus (y) an amount equal to the difference between $8.00 and such Stockholder's adjusted tax basis (certified in the notice of intent delivered pursuant to Section 2.7(a)) in the put Shares multiplied by any other means acceptable the highest applicable U.S. federal and state income tax rate applicable to such CoStockholder (plus in each case a full gross-Sale Holder. The Company up to account for the additional amount equal to the taxes payable at such highest applicable rate on the amounts payable under this clause (y) including this parenthetical phrase). (c) Each Stockholder exercising their put rights under this Section 2.7 shall concurrently therewith record deliver to Parent or STC, as the case may be, at a closing to be held at the offices of Parent on the fifth business day following Parent's receipt of notice of such transfer on Stockholder's exercise of its books put rights under this Section 2.7 (or such other date and update its register of members and will promptly thereafter and in any event within five (5) days reissue place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all the Shares owned by such Stockholder, and each such Stockholder shall make such representations and warranties, and shall enter into such agreements, as applicableare customary and reasonable given each such Stockholder's percentage ownership in the Parent in the context of the proposed sale, including without limitation representations and warranties (and indemnities with respect thereto) that the transferee of the Shares (or interests therein) is receiving title to such Transferor Shares (or interests therein), free and such Co-Sale Holder representing the Shares held by each clear of them giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1all pledges, security interests, adverse claims, other liens or restrictions on transfer (other than restrictions on transfer under applicable securities laws).

Put Option. If In the event any Ordinary Shareholder should directly or indirectly sell, assign, transfer, hypothecate, pledge, mortgage, encumber or otherwise dispose of any interest in Ordinary Shares in contravention of the transfer restrictions in Section 4 (a “Prohibited Transfer”), the Investors shall have the put option provided below, and such Ordinary Shareholder shall be bound by the applicable provisions of such option. (i) In the event of a Prohibited Transfer occurs, in respect of Section 9.1(i)Transfer, each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, Investor shall have the right to sell to the Transfer or Ordinary Shareholder the type and number of Ordinary Shares equal to the number of Ordinary Shares such Co-Sale Holder Investor would have been entitled to Transfer transfer to the Prospective Purchaser pursuant to its Rights of Cothird-Sale but for party transferee under Section 4.4 hereof had the Prohibited Transfer (such Shares, been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing Such sale to the Transferor shall be made on the following terms and conditions: (iii) The price per share at which the shares are to be sold to the Ordinary Shareholder shall be equal to the highest of (x) one hundred and twenty percent (120%) of the Series A Issue Price, (y) the fair market value of the Series A Shares be sold pursuant to such put option or (z) the price per share of each Put Share shall be equal paid by the third-party transferee to the price per share specified Ordinary Shareholder in the Transfer Notice; provided that the Transferor Prohibited Transfer. The Ordinary Shareholder shall also reimburse such Co-Sale Holder each Investor for any and all reasonable fees and expenseexpenses, including legal fees and expenses, reasonably and properly incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the such Investor’s rights under this Section 9; and4. (iiiii) within Within ninety (90) days following after the later of the dates on which the Investor (1) received notice of the Prohibited Transfer or (2) otherwise becomes aware of the Prohibited Transfer, such Co-Sale Holder who has elected to exercise its put Investor shall, if exercising the option under this Section 9 shall created hereby, deliver to such Transferor an instrument of transfer and one or more certificates the Ordinary Shareholder the Transfer Documents representing the Shares shares to be sold under this Section 9, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. Such Transferor 4.6 by such Investor. (iv) The Ordinary Shareholder shall, upon receipt of the foregoingTransfer Documents relating to the shares to be sold by a Investor, pursuant to this Section 4.6, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if anyexpenses, as specified in subparagraph 4.6(b)(i), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holderthe Investor. The Company shall 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 such Transferor the Ordinary Shareholder and such Co-Sale Holder representing the Shares Investor reflecting the new securities held by each of them giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1transfer.

Put Option. If a Prohibited Transfer occurs, (a) Except as set forth in respect of Section 9.1(i1.2(b), each Co-Sale Holderat any time after the third anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, the Selling Stockholders shall have the right (the "Put Option") to sell compel the Purchaser and/or Sterling to purchase the remaining shares of Sterling Common Stock that such Selling Stockholders own after the Closing (the "Put Elected Shares"), at a price of one hundred five dollars and twenty-six cents ($105.26) per share of Sterling Common Stock (the "Exercise Price"); provided, however, that the Purchaser shall not be required to purchase such Put Elected Shares until the number of Put Elected Shares exceeds 50% of those 114,000 shares of Sterling Common Stock owned by all of the Selling Stockholders immediately following the Closing (the "Put Threshold Share -2- 11 Amount"), in which event the Purchaser shall be required to purchase all of the shares of Sterling Common Stock held by all of the Selling Stockholders at such time (the "Put Shares") at the Exercise Price. (b) Notwithstanding Section 1.2(a), the Selling Stockholders shall be entitled to immediately exercise the Put Option at any time prior to the Transfer or fourth anniversary of the Shares such Co-Sale Holder would have been entitled to Transfer to Closing Date in the Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer (such Shares, the “Put Shares”). The foregoing sale to the Transferor shall be made on the following terms and conditions: event that (i) the price per share of each Put Share shall be equal Purchaser enters into a binding agreement to the price per share specified sell its entire interest in the Transfer Notice; provided that the Transferor shall reimburse such Co-Sale Holder any and all reasonable fees and expenseSterling or its stock in SCPI (as defined in Section 1.7 hereof), including legal fees and expenses, incurred whether pursuant to the exercise a stock sale, merger, consolidation or the attempted exercise sale of all or substantially all of the Rights assets of Co-Sale and Sterling other than to an "affiliate" (within the rights meaning of Rule 12b-2 under this Section 9; and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor provision), (ii) the Purchaser enters into a binding agreement to sell any Sterling Common Stock or SCPI stock or any security convertible into, exchangeable for or granting the right to purchase, any Sterling Common Stock or SCPI stock other than a transfer to an "affiliate" (within ninety the meaning of Rule 12b-2 under the Exchange Act) of the Purchaser that does not affect the Purchaser's ability to consolidate with Sterling and SCPI for federal income tax purposes, (90iii) days following there is a binding agreement for the Prohibited Transfersale, such Co-Sale Holder who has elected to exercise its put option under this Section 9 shall deliver to such Transferor an instrument of transfer and one lease or more certificates representing the Shares to be sold under this Section 9, each to be properly endorsed for transfer, directly or an affidavit indirectly, of lost certificate representing all or substantially all of the same. Such Transferor shallassets of the Purchaser to any "Person" or "group" (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act, upon receipt or any successor provision to either of the foregoing, pay the aggregate purchase price including any group acting for the Put Shares set forth hereunder and purpose of acquiring, holding or disposing of securities within the amount meaning of reimbursable fees and expenses (if anyRule 13d-5(b)(1) under the Exchange Act), (iv) there is a binding agreement for a Change of Control, or (v) there is a Change of Control (clauses (i), (ii), (iii) and (iv) are referred to herein as a "Triggering Transaction"). For purposes of this Agreement, "Change of Control" means (A) the approval by the requisite stockholders of the Purchaser of a plan of liquidation or dissolution of the Purchaser, (B) any "Person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d- 5(b)(1) under the Exchange Act) becomes the "beneficial owner" (as defined in cash Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the voting stock of the Purchaser and/or warrants or options to acquire such voting stock, calculated on a fully diluted basis, unless, as a result of such transaction, the ultimate direct or indirect ownership of the Purchaser is substantially the same immediately after such transaction as it was immediately prior to such transaction, or (C) the adoption by wire transfer the Purchaser's Board of immediately available funds Directors or by any the Purchaser's stockholders, of a plan of consolidation or merger of the Purchaser pursuant to which the Purchaser Common Stock is converted into cash, securities or other means acceptable property, in each case other than a consolidation or merger of the Purchaser in which the holders of Purchaser Common Stock and other capital stock of the Purchaser entitled to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register vote in the election of members and will promptly thereafter and in any event within five (5) days reissue certificatesdirectors of the Purchaser, as applicable, to such Transferor and such Co-Sale Holder representing the Shares held by each of them giving effect immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total aggregate voting power of capital stock entitled to vote in the election of directors of the continuing or surviving corporation immediately after the consolidation or merger. Notwithstanding the foregoing, it is agreed and understood that a sale of the Put Shares assets of SCPI shall not be deemed to such Transferor contemplated result in this Section 9.1a Change of Control.

Put Option. If a Prohibited Transfer occursNotwithstanding Section 1.5 hereof, in respect the event of Section 9.1(i)a ---------- Prohibited Transfer, each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, the other Investor shall have the right to sell to the Transfer or Violating Investor the type and number of shares of Subject Shares equal to the number of shares such Co-Sale Holder Investor would have been entitled to Transfer sell to the Prospective Purchaser pursuant to its Rights of Co-Sale but for Violating Investor or transferee under Section 1.3 hereof had the Prohibited Transfer (such Shares, been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing This sale to the Transferor shall be made on the following terms and conditions: (ia) the The price per share of each Put Share at which the Subject Shares are to be sold to the Violating Investor shall be equal to the price per share specified (on an as-converted basis) paid by the transferee to the Violating Investor in the Transfer Notice; provided that Prohibited Transfer. The Violating Investor shall also reimburse the Transferor shall reimburse such Co-Sale Holder Investors for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the Investors' rights under this Section 9; and1. (iib) within Within ninety (90) days following after the later of the dates on which the Investors: (i) receive notice of the Prohibited Transfer; or (ii) otherwise become aware of the Prohibited Transfer, such Co-Sale Holder who has elected to exercise its put the Investors, if exercising the option under this Section 9 created hereby, shall deliver to such Transferor an instrument of transfer and one the Violating Investor the certificate or more certificates representing the Shares shares to be sold under this Section 9sold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. Such Transferor . (c) The Violating Investor shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by the Investors pursuant to this Section 1.6, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if anyexpenses, as specified in Section 1.6(a), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the Shares held by each of them giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1other Investor.

Put Option. If In the event of a Prohibited Transfer occurs, in respect of Section 9.1(i)Transfer, each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, Investor shall have the right to sell to the Transfer Transferor the type and all or a portion of the Shares number of Equity Securities equal to the number of Equity Securities such Co-Sale Holder Investor would have been entitled to Transfer transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for prospective purchaser under Section 10 hereof had the Prohibited Transfer (such Shares, been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing Such sale to the Transferor shall be made on the following terms and conditions:. (i) the The price per share of each Put Share at which the Equity Securities are to be sold to the Transferor shall be equal to the price per share specified Offered Share that would have been paid by the prospective purchaser to such Investor and the Transferor in the Transfer Notice; provided that the Prohibited Transfer. The Transferor shall also reimburse such Co-Sale Holder each Investor for any and all reasonable and documented fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the such Investor’s rights under this Section 9; andSections 8 through 12. 35 Shareholders’ Agreement (ii) within ninety Within sixty (9060) days following after the 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 Co-Sale Holder who has elected to exercise its put Investor shall, if exercising the option under this Section 9 shall created hereby, deliver to such the Transferor an instrument of transfer and one either the certificate or more certificates representing the Shares Equity Securities to be sold under this Section 913 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate representing the samecertificate. Such The Transferor shall, immediately upon receipt of the foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if any)expenses, in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale HolderInvestor. 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 the Transferor and such Co-Sale Holder representing Investor reflecting the Shares Equity Securities held by each of them following giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1transfer.

Put Option. If (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer occurs, in respect of Section 9.1(iTransfer"), each Co-Sale HolderInvestor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and in respect such Founder shall be bound by the applicable provisions of Section 9.1(ii)such option. (b) In the event of a Prohibited Transfer, such effected or relevant Co-Sale Holder, each Investor shall have the right to sell to such Founder the Transfer or type and number of shares of Common Stock equal to the Shares such Co-Sale Holder number of shares each Investor would have been entitled to Transfer transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for purchaser under Section 2.4 hereof had the Prohibited Transfer (such Shares, been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing Such sale to the Transferor shall be made on the following terms and conditions: (ic) the The price per share of each Put Share at which the shares are to be sold to the Founder shall be equal to the price per share specified paid by the purchaser to such Founder in the Transfer Notice; provided that the Transferor such Prohibited Transfer. The Founder shall also reimburse such Co-Sale Holder each Investors for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Rights of Co-Sale and the Investor's rights under this Section 9; and2.4. (iid) within Within ninety (90) days following after the date on which an Investor received notice of the Prohibited Transfer, such Co-Sale Holder who has elected to exercise its put Investor shall, if exercising the option under this Section 9 shall created hereby, deliver to such Transferor an instrument of transfer and one the Founder the certificate or more certificates representing the Shares shares to be sold under this Section 9sold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. . (e) Such Transferor Founder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if anyexpenses, as specified in Section 4.2(c), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company the Investor (f) Notwithstanding the foregoing, any attempt by a Founder to Transfer Founder Stock in violation of Section 2 hereof shall concurrently therewith record such transfer on its books and update its register be voidable at the option of members and will promptly thereafter and a majority 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 interest of the Put Shares Investors if a majority in interest of the Investors do not elect to such Transferor contemplated exercise the put option set forth in this Section 9.14.2, 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 Investors.

Put Option. If In the event of a Prohibited Transfer occurs, in respect of Section 9.1(i)Transfer, each CoNon-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, Selling Stockholder shall have the right to sell to the Transfer or Selling Stockholder the Shares such Conumber of Equity Securities equal to the number of Equity Securities each Non-Sale Holder Selling Stockholder would have been entitled to Transfer transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for purchaser had the Prohibited Transfer (such Shares, under Section 2 hereof been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing Such sale to the Transferor shall be made on the following terms and conditions: (ia) the price per share of each Put Share at which the Equity Securities are to be sold shall be equal to the t he price per share specified paid by t he purchaser in the Transfer Notice; provided that the Transferor t he Prohibited Transfer. The Selling Stockholder shall also reimburse such Coeach Non-Sale Holder Selling Stockholder for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Cot he Non-Sale and the Selling Stockholder's rights under this Section 9; and2; (iib) within ninety (90) days following after the later of the dates on which the Non-Selling Stockholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Coeach Non-Sale Holder who has elected to exercise its put Selling Stockholder shall, if exercising the option under this Section 9 shall created hereby, deliver to such Transferor an instrument of transfer and one the Selling Stockholder the certificate or more certificates representing the Shares Equity Securities to be sold under this Section 9sold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate representing ; (c) the same. Such Transferor Selling Stockholder shall, upon receipt of the foregoingcertificate or certificates for the Equity Securities to be sold by a Non-Selling Stockholder, pursuant to this Section 4.2, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if anyexpenses, as specified in Section 4.2(a), in cash by wire transfer of immediately available funds or by any other means acceptable to the Non-Selling Stockholder; and (d) notwithstanding t he foregoing, any attempt by a Selling Stockholder t o transfer Equity Securities in violation of Section 2 hereof shall be void and the Company agrees it will not effect such Co-Sale Holder. The Company shall concurrently therewith record a transfer nor will it treat any alleged transferee as the holder of such transfer on its books and update its register Equity Securities without the written consent of members and will promptly thereafter and a majority 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 interest of the Put Shares to such Transferor contemplated in this Section 9.1Non-Selling Stockholders.

Put Option. If In the event of a Prohibited Transfer occurs, in respect of Section 9.1(i)Transfer, each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, Investor shall have the right to sell to the Transfer or Transferor the Shares type and number of Equity Securities equal to the number of Equity Securities such Co-Sale Holder Investor would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for prospective purchaser under Section 10 hereof had the Prohibited Transfer (such Shares, been effected pursuant to and in compliance with the “Put Shares”)terms hereof. The foregoing Such sale to the Transferor shall be made on the following terms and conditions:. (ia) the The price per share of each Put Share at which the Shares are to be sold to the Transferor shall be equal to the price per share specified Share that would have been paid by the prospective purchaser to such Investor and the Transferor in the Transfer Notice; provided that the Prohibited Transfer. The Transferor shall also reimburse such Co-Sale Holder each Investor for any and all reasonable and documented fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights of Co-Sale and the such Investor’s rights under this Section 9; andSections 8 through 12. (iib) within Within ninety (90) days following after the 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 Co-Sale Holder who has elected to exercise its put Investor shall, if exercising the option under this Section 9 shall created hereby, deliver to such the Transferor an instrument of transfer and one either the certificate or more certificates representing the Shares shares to be sold under this Section 913 by such Investor, each certificate to be properly endorsed for transferTransfer, or an affidavit of lost certificate representing the samecertificate. Such The Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if any)expenses, in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale HolderInvestor. The Company shall concurrently therewith record such transfer 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 the Transferor and such Co-Sale Holder representing Investor reflecting the Shares new securities held by each of them giving effect to the sale of the Put Shares to such Transferor contemplated in this Section 9.1Transfer.

Put Option. If a Prohibited Transfer occursWithout prejudice to the other provisions hereof, if any shareholder of the Company (the “Dissenting Member”) refuses to vote in respect favor of Section 9.1(i)the Approved Sale or participate in the Approved Sale in accordance with Sections 11.1 through 11.3, then, so long as the Dragging Parties give their written consent, each Co-Sale Holder, and in respect holder of Section 9.1(ii), such effected or relevant Co-Sale Holder, a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right to sell require the Dissenting Member to purchase in cash up to all of the Transfer or the Preferred Shares held by such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer (such Shares, the “Put Shares”). The foregoing sale to the Transferor shall be made on the following terms and conditions: (i) the holder at a price per share of each Put Preferred Share shall be equal to the price per share specified amount that a holder of a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) would have received in respect of a Preferred Share had the Company been sold for cash in the Transfer Notice; provided that Approved Sale and the Transferor full proceeds therefrom available for distribution to the members of the Company were distributed to the members in accordance with Article 8.2(B) (Distribution on Trade Sale) of the Memorandum and Articles. The Dissenting Member shall also reimburse such Co-Sale Holder holder of Preferred Shares for any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Rights right of Co-Sale and the rights such holder of Preferred Shares under this Section 9; and 11.5. Within fifteen (ii) within ninety (9015) days following after a holder of Preferred Shares delivers a notice to the Prohibited TransferDissenting Member exercising the option created hereby, such Co-Sale Holder who has elected to exercise its put option under this Section 9 holder of Preferred Shares shall deliver to such Transferor an instrument of transfer and one the Dissenting Member the certificate or more certificates representing the Preferred Shares to be sold under this Section 9, each to be 11.5 by such holder of Preferred Shares properly endorsed for transfer, or if certificated, plus an affidavit executed instrument of lost certificate representing transfer and the same. Such Transferor shall, upon receipt of the foregoing, Dissenting Member shall pay immediately the aggregate purchase price for the Put Shares set forth hereunder therefor and the amount of reimbursable fees and expenses (if any)expenses, in each case, as provided for under this Section 11.5, in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register holder 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 9.1Preferred Shares.

Put Option. If a Prohibited Transfer occurs, in respect of Section 9.1(i), each Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, Employer Securities that are not readily tradable on an established market when distributed shall have the right to sell be subject to the Transfer or the Shares such Co-Sale Holder would have been entitled to Transfer to the Prospective Purchaser pursuant to its Rights of Co-Sale but for the Prohibited Transfer (such Shares, the “Put Shares”)following put option. The foregoing sale to the Transferor shall be made on the following terms and conditionsput option must: (i) Be exercisable by a Participant or his donee or a person, estate or distributee to whom the price per share Employer Security passes by reason of each Put Share death (the "Optionor"); (ii) Permit the Optionor to put the Employer Securities to the: (a) Employer provided, however, that the put option may grant the Plan an option to assume the Employer's rights and obligations at the time of exercise; (b) A third party (for example, a Related Employer or a non-Plan shareholder) that has substantial net worth at the time the Exempt Loan is made and whose net worth is reasonably expected to remain substantial if it is known at the time an Exempt Loan is made that Federal or state law shall be equal violated by the Employer's honoring such put option; (iii) if the Employer Securities were acquired with the proceeds of an Exempt Loan, be exercisable at least during a 15-month period which begins on the date the Employer Securities subject to the price per share specified put option are distributed by the Plan, excluding any time when the Optionor is unable to exercise the option because the party in (ii) above is prohibited by law from honoring it (subject to the notice provisions in Treasury Regulation Section 54.4975-7(b)(1l)(ii) for publicly traded securities which cease to be so during that 15-month period); (iv) if the Employer Securities were not acquired with the proceeds of an Exempt Loan, be exercisable for an initial period of at least sixty (60) days following the date of distribution of the Employer Securities, and if necessary, for a second period of at least sixty (60) days in the Transfer Notice; provided following Plan Year after the new determination of the fair market value of the Employer Securities by the Advisory Committee and notice to the Optionor of the new fair market value; (v) Exercised by the Optionor by notifying the Employer in writing that the Transferor shall reimburse such Co-Sale Holder any and all reasonable fees and expense, including legal fees and expenses, incurred pursuant to put option is being exercised; (vi) Exercisable at the exercise or the attempted exercise value of the Rights of Co-Sale and the rights Employer Securities as determined under this Section 911.6(a); and (iivii) within ninety (90) days following the Prohibited Transfer, such Co-Sale Holder who has elected to exercise its put option under this Have payment terms as provided in Section 9 shall deliver to such Transferor an instrument of transfer and one or more certificates representing the Shares to be sold under this Section 9, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same11.4. Such Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price for the Put Shares set forth hereunder and the amount of reimbursable fees and expenses (if any), in cash by wire transfer of immediately available funds or by any other means acceptable to such Co-Sale Holder. The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to such Transferor and such Co-Sale Holder representing the Shares held by each of them giving effect Payment to the sale Optionor may be restricted only by the terms of the Put Shares to such Transferor contemplated in this Section 9.1an Exempt Loan, unless otherwise required by state law.