Certain Restrictions on Exercise Clause Samples

Certain Restrictions on Exercise. (a) The Put Options shall be exercisable on any Trading Day (each, a "Put Option Exercise Date") from but excluding January 27,1997 to and including July 28, 2000 (the "Put Option Termination Date"); provided, however that, subject to the provisions of Section 3(q) of the Subscription Agreement, not more than one Put Option shall be exercisable within any six-month period; and provided 22 further, however, that no Put Option shall be exercisable unless Shaman shall have delivered to Flet▇▇▇▇ ▇▇ the relevant Put Option Exercise Date a certificate of the Chief Executive Officer and Chief Financial Officer of Shaman, dated such Put Option Exercise Date, confirming that each of the representations and warranties made by Shaman in the Subscription Agreement are true and correct as of such Put Option Exercise Date. Notwithstanding anything to the contrary contained herein or in the Subscription Agreement, in no event shall any Put Option be exercisable to the extent that (i) the number of shares of Common Stock issuable to Flet▇▇▇▇ ▇▇▇suant to such Put Option plus (ii) the number of shares of Common Stock previously issued to Flet▇▇▇▇ ▇▇▇suant to any Put Option plus (iii) the total number of shares of Common Stock issuable to Flet▇▇▇▇ ▇▇▇suant to the Preferred Shares (whether or not such Preferred Shares have then been converted) plus (iv) the total number of Warrant Shares issuable to Flet▇▇▇▇ ▇▇▇suant to the Agreement (whether or not such Warrant Shares have then been issued), would equal or exceed 2,677,500 shares. (b) On any Put Option Settlement Date (as defined below), the Put Option Price payable by Flet▇▇▇▇ ▇▇▇ll be (i) 101 percent of the Weighted Average Price (as hereinafter defined) during the period (the "Original Pricing Period") from but excluding the second Trading Day after the relevant Put Option Exercise Date and to and including the * * * Day thereafter, or (ii) if written notice is given by Flet▇▇▇▇ ▇▇ any time after the fifth day of any Pricing Period but prior to the end of such Pricing Period, the Weighted Average Price (as hereinafter defined) during the period (the "Adjusted Pricing Period") from but excluding the * * * Day prior to such Put Option Exercise Date to and including such Put Option Exercise Date. "Weighted Average Price" shall mean, with respect to any specified time period, the arithmetic average of the daily volume-weighted average sale prices (rounded to the nearest tenth of a cent) of the Shaman Common Stock on NASDAQ, a...