Common use of Put Option Clause in Contracts

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 Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to such Key Holder Transferor the type and number of shares of the Common Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Section 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 are to be sold to the Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited Transfer. The Key Holder Transferor shall also reimburse each 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 Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof. (b) Within sixty (60) days after the date on which a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, deliver to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred 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. In the event that a Key Holder Transferor shall should Transfer any Key Holder Shares Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives each Qualifying Investor under Section 3.4 hereof 2.4 of this Agreement (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key ExecutiveQualifying 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 Qualifying Investor shall have the right to sell to such Key Holder Transferor the type and number of shares of the Common Shares Stock equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Qualifying Investor would have been entitled to transfer to the purchaser under Section 3.4 hereof 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 are to be sold to the Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or Non-Transferring Key ExecutiveQualifying Investor’s rights under Section 3.4 hereof2.4. (b) Within sixty ninety (6090) days after the date on which a Preferred Holder or Non- Transferring Key Executive Qualifying Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Qualifying Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveQualifying Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a4.2(b), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicablesuch Qualifying Investor. (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. In the event of 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 Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Investor shall have the right to sell to such Key Holder the Transferor the type and all or a portion of the number of shares of the Common Shares Equity Securities equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Equity Securities such Investor would have been entitled to transfer to the prospective purchaser under Section 3.4 10 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 Equity Securities are to be sold to the Key Holder Transferor shall be equal to the price per share Offered Share that would have been paid by the prospective purchaser to such Key Holder Investor and the Transferor in such the Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executivesuch Investor’s rights under Section 3.4 hereof.Sections 8 through 12. 35 Shareholders’ Agreement (bii) Within sixty (60) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive an Investor (x) received notice of the Prohibited Transfer or (y) otherwise became becomes aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor an instrument of transfer and either the certificate or certificates representing the shares Equity Securities to be soldsold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer. (c) Such Key Holder , or an affidavit of lost certificate. The Transferor shall, immediately upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash by wire transfer of immediately available funds or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executivesuch Investor. 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. (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. In the event of a Key Holder Transferor shall Prohibited 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 (by a “Prohibited Transfer”)Selling Holder, each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Ash shall have the right to sell to such Key Selling Holder, and, if such right is exercised, such Selling Holder Transferor shall have the type and obligation to purchase from Ash a number of shares of the Common Shares common stock (including preferred stock convertible into common stock) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Ash would have been entitled to transfer to the purchaser under Section 3.4 hereof 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 are to be sold to the Key such Selling Holder Transferor shall be equal to the price per share paid by the purchaser Buyer to such Key Selling Holder Transferor in such the Prohibited Transfer. The Key Such Selling Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or Non-Transferring Key Executive’s Ash's rights under Section 3.4 hereofthis Section. (b) Within sixty (60) 20 days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive Ash (i) received notice from such Selling Holder of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Ash shall, if exercising the put option created hereby, deliver to the Key such Selling Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Selling Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveAsh, pursuant to this Section 4.2, 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 reasonably acceptable bank draft made payable to the Preferred Holder or Non-Transferring Key Executive, as applicable. (d) order of Ash. Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares transfer shares of the Company 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, 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 without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key Executivesshares.

Put Option. In the event of 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 Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall will have the right to sell to such Key Holder Transferor the type and Selling Stockholder the number of shares of the Common Shares equal to the number of shares each such Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Section 3.4 hereof 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 are to be sold to the Key Holder Transferor shall will be equal to the price per share paid by the purchaser to such Key Holder Transferor in such the Prohibited Transfer. The Key Holder Transferor shall Selling Stockholder will also reimburse each such Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof.2; (b) Within sixty within ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shallwill, if exercising the option created hereby, deliver have available for delivery to the Key Holder Transferor Selling Stockholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer or accompanied by an executed stock power to effect such transfer.; (c) Such Key Holder Transferor shallthe Selling Stockholder will, upon receipt of notice of the availability of the certificate or certificates for the shares Shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveHolder, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a)) hereof, in cash or by other means reasonably acceptable to the Preferred Holder, and the Preferred Holder will deliver to the Selling Stockholder the certificate or Non-Transferring Key Executive, as applicable. (d) certificates for the Shares to be sold pursuant to this Section 4.2; and Notwithstanding the foregoing, any attempt by a Key Holder Transferor Selling Stockholder to Transfer Key Holder transfer Shares in violation of Section 2 hereof shall will 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 4.2Holders, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares Shares without the prior written consent of a majority in interest of the Preferred Holders and Non-Transferring Key Executives.Holders

Put Option. (a) In the event that a Key Major Selling Common Holder Transferor shall Transfer should sell any Key Common Holder Shares Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives each Investor under Section 3.4 hereof 2.4 of this Agreement (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key ExecutiveInvestor, 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 Investor shall have the right to sell to such Key Major Selling Common Holder Transferor the type and number of shares of the Common Shares Stock equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Investor would have been entitled to transfer to the purchaser under Section 3.4 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 are to be sold to the Key Major Selling Common Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Major Selling Common Holder Transferor in such Prohibited Transfer. The Key Major Selling Common Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or Non-Transferring Key ExecutiveInvestor’s rights under Section 3.4 hereof2.4. (bd) Within sixty ninety (6090) days after the date on which a Preferred Holder or Non- Transferring Key Executive an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Investor shall, if exercising the option created hereby, deliver to the Key Major Selling Common Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) Such Key Major Selling Common Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executivean Investor, pursuant to this Section 4.25.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a5.2(c), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableInvestor. (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 Key Holder Transferor shall Transfer Transferring Shareholder should sell any Key Holder Shares Shareholder Stock in contravention of the co-sale rights of the Preferred Holders or each Non-Transferring Key Executives Party under Section 3.4 hereof of this Agreement (a “Prohibited TransferSale”), each Preferred Holder and Non-Transferring Key ExecutiveParty, in addition to such other remedies as may be available at law, in equity or hereunderunder 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 Sale, each Non-Transferring Party shall have the right to sell to such Key Holder Transferor Transferring Shareholder the type and number of shares of the Common Shares Stock that is equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Party would have been entitled to transfer Transfer to the purchaser under Section 3.4 hereof 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 are to be sold to the Key Holder Transferor Transferring Shareholder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Transferring Shareholder in such Prohibited TransferSale. The Key Holder Transferor Transferring Shareholder shall also reimburse each Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or such Non-Transferring Key ExecutiveParty’s rights under Section 3.4 hereofand this Section 6.3. (bii) Within sixty (60) days after the date on which a Preferred Holder or Non- Non-Transferring Key Executive Party received notice of the Prohibited Transfer Sale or otherwise became aware of the Prohibited TransferSale, such Preferred Holder or Non-Transferring Key Executive Party shall, if exercising the option created herebyprovided for in this Section 6.3, deliver tender to the Key Holder Transferor Transferring Shareholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ciii) Such Key Holder Transferor The Transferring Shareholder shall, upon receipt tender of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveParty, pursuant to this Section 4.26.3, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a6.3(b)(i), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableParty. (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. In the event of 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 Preferred Electing Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right (but shall not be obligated) to sell to such Key the Selling Holder Transferor who made the type and Prohibited Transfer a number of shares of Common Stock of the Common Shares Company equal to the number of shares each Preferred the Electing Holder or Non-Transferring Key Executive would have been entitled to transfer to the proposed purchaser under Section 3.4 hereof 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 are to be sold to the Key any such Selling Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Selling Holder Transferor in such the Prohibited Transfer. The Key Such Selling Holder Transferor shall also reimburse each Preferred the Electing Holder and Non-Transferring Key Executive 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 Preferred such Electing Holder’s or Non-Transferring Key Executive’s rights under this Section 3.4 hereof3.5. 3.5.2 Within ninety (b) Within sixty (6090) days after the date later of the dates on which a Preferred the Electing Holder or Non- Transferring Key Executive (i) received notice from such Selling Holder of the Prohibited Transfer or (ii) otherwise became aware have actual knowledge of the Prohibited Transfer, such Preferred the Electing Holder or Non-Transferring Key Executive shall, if exercising the put option created hereby, deliver to the Key such Selling Holder Transferor the certificate or certificates representing the shares to be sold, each 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 Key Selling Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executivethe Electing Holder, pursuant to this Section 4.23.5.2, 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), in cash or by other means reasonably acceptable check made payable to the Preferred 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 order of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesElecting Holder.

Put Option. In the event of 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 Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Stockholder shall have the right to sell to such Key Holder Transferor the type and Breaching Founder a number of shares of Common Stock of the Common Shares Company (either directly or through delivery of convertible Series B Preferred Stock) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Stockholder would have been entitled to transfer to the purchaser under Section 3.4 hereof had 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 are to be sold to the Key Holder Transferor Breaching Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Breaching Founder in such the Prohibited Transfer. The Key Holder Transferor Such Breaching Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Stockholder 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 Preferred Holder’s or Non-Transferring Key Executive’s Stockholder's rights under Section 3.4 hereofthis Article 3. (b) Within sixty (60) 90 days after the later of the date on which a Preferred Holder or Non- Transferring Key Executive the Stockholders (i) received notice from the Breaching Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive each Stockholder shall, if exercising the put option created hereby, deliver to the Key Holder Transferor such Breaching Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor Breaching Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveStockholder, pursuant to this Section 4.23.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a3.2(a), in cash by certified check or by other means reasonably acceptable bank draft made payable to the Preferred 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 order of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesStockholder.

Put Option. (a) In the event a Key Holder Transferor shall Transfer that an Investor should sell any Key Holder Shares Investor Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives each Qualified Investor under Section 3.4 hereof 2.4 of this Agreement (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key ExecutiveQualified 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 Qualified Investor shall have the right to sell to such Key Holder Transferor Selling Investor the type and number of shares of the Common Shares Stock equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Qualified Investor would have been entitled to transfer to the purchaser under Section 3.4 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 are to be sold to the Key Holder Transferor Selling Investor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Selling Investor in such Prohibited Transfer. The Key Holder Transferor Selling Investor shall also reimburse each Preferred Holder and Non-Transferring Key Executive 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 Preferred Holder’s or Non-Transferring Key ExecutiveQualified Investor’s rights under Section 3.4 hereof2.4. (bd) Within sixty (60) 90 days after the date on which a Preferred Holder or Non- Transferring Key Executive Qualified Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Qualified Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor Selling Investor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) Such Key Holder Transferor Selling Investor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveQualified Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a4.2(c), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableInvestor. (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: (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 shall Transfer transfer any Key Holder Shares in disregard or contravention of Section 4.5 or the right of first refusal or co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof 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 Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Shareholder shall have the right (but not the obligation) to sell to such anyone of the Key Holder Transferor Transferors the type and number of shares of the Common Shares equal to the number of shares each Shares such Preferred Holder or Non-Transferring Key Executive Shareholder would have been entitled to transfer to the purchaser Bona Fide Purchaser under Section 3.4 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 Shares are to be sold to the Key Holder Transferor shall be equal to the price per share Share paid by the purchaser Bona Fide Purchaser to such the Key Holder Transferor Transferor(s) in such the Prohibited TransferTransfer or Put Option Exercise Price, whichever is higher. The Key Holder Transferor shall also also, on a joint and several basis reimburse each Preferred Holder and Non-Transferring Key Executive 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 such Preferred Holder’s or Non-Transferring Key ExecutiveShareholder’s rights under this Section 3.4 hereof4.8. (bii) Within sixty (60) days after the date on which a each Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Shareholder shall, if exercising the option created hereby, deliver to the 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 representing (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of shares to be sold, each certificate to be properly endorsed for transfertransferred by the Preferred Shareholder. (ciii) Such the Key Holder Transferor shall, promptly upon receipt of the certificate or certificates notice 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 a such Preferred Holder or Non-Transferring Key ExecutiveShareholder, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asubparagraph 4.8(b)(ii), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableShareholder. (div) 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 Key Holder any of the Shares in violation of Section 2 4 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 4.2void, and the Company agrees undertakes it will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such shares Shares without the prior written consent of a majority in interest the holders of all the Series A Preferred Holders and Non-Transferring Key ExecutivesShares then outstanding.