Common use of Put Agreement Clause in Contracts

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less the exercise price of such Shares. (b) The Company shall pay to the Holder, in cash or certified or cashier's check, the Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put. (c) The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant shall be determined as follows: (i) Using the previous five day average closing bid price for the day or, where no sale is made on that day, the average of the closing bid and asked prices for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is quoted on the OTC Bulletin Board, the foregoing calculations shall be based on a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if available, and if not, on any other publicly available data reasonably deemed reliable by the Company. (ii) By mutual agreement of the Company and the Holder; (iii) By an investment banking company selected by the Company and the Holder; (iv) If the Company and the Holder cannot agree on an investment banking company, then the Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrant, taking into consideration all factors deemed by such appraiser to be relevant, including that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (v) If the highest of the two appraisals is not more than 10% more than the lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the highest of the two appraisals is 10% or more than the lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (vi) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (vii) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) The Put shall terminate upon the Company's successful completion of a bona fide underwritten public offering of its capital stock with net proceeds to the Company of at least $10,000,000 ("IPO").

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant (to the extent not previously exercised) for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less Warrant; provided, however, that the exercise price Put shall terminate upon the closing of such Sharesa Qualified Public Offering as defined in Section 12(c). (b) The Company shall pay to the Holder, in cash or certified or cashier's check, the Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the PutPut and all other documentation reasonably required by the Company in connection therewith in order for the Company to comply with applicable securities laws. (c) The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant shall be determined as follows: (i) Using If after an initial public offering of the previous five day average closing bid price for the day or, where no sale is made on that dayCommon Stock, the average of the closing bid and asked ask prices for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is (as quoted on the OTC Bulletin Board, the foregoing calculations a national exchange) shall be based on the fair market value. If prior to a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if availablepublic offering, and if not, on any other publicly available data reasonably deemed reliable by the Company. (ii) By mutual agreement of the Company and the Holder; (iii) By an investment banking company selected by the Company and the Holder; (iv) If the Company and the Holder cannot agree on an investment banking company, then the Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrant, taking into consideration all factors deemed by such appraiser to be relevant, including that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (vii) If the highest of the two appraisals is not more than 10% more than the lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the highest of the two appraisals is 10% or more than the lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (viiii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (viiiv) The fees and expenses of the appraisers shall be paid one-one- half by the Company and one-half by the Holder. (d) The Put shall terminate upon the Company's successful completion of a bona fide underwritten public offering of its capital stock with net proceeds to the Company of at least $10,000,000 ("IPO").

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant (to the extent not previously exercised) for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less the exercise price of such SharesWarrant. (b) The Company shall pay to the Holder, in cash or certified or cashier's check, the Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the PutPut and all other documentation reasonably required by the Company in connection therewith in order for the Company to comply with applicable securities laws. (c) The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant shall be determined as follows: (i) Using If after an initial public offering of the previous five day average closing bid price for the day or, where no sale is made on that dayCommon Stock, the average of the closing bid and asked ask prices for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is (as quoted on the OTC Bulletin Board, the foregoing calculations a national exchange) shall be based on the fair market value. If prior to a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if availablepublic offering, and if not, on any other publicly available data reasonably deemed reliable by the Company. (ii) By mutual agreement of the Company and the Holder; (iii) By an investment banking company selected by the Company and the Holder; (iv) If the Company and the Holder cannot agree on an investment banking company, then the Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrant, taking into consideration all factors deemed by such appraiser to be relevant, including that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (vii) If the highest of the two appraisals is not more than 10% more than the lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the highest of the two appraisals is 10% or more than the lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (viiii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (viiiv) The fees and expenses of the appraisers shall be paid one-one- half by the Company and one-half by the Holder. (d) The Put shall terminate upon the Company's successful completion of a bona fide underwritten public offering of its capital stock with net proceeds to the Company of at least $10,000,000 ("IPO").

Put Agreement. (a) The Subject to Subsection 9(b) hereof, so long as a Qualified IPO (as defined below) has not been consummated, the Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock Units issuable to Holder upon exercise of this Warrant less the exercise price of such Shares. (b) The Company shall pay to the HolderWarrant; provided, in cash or certified or cashier's check, however the Purchase Price will be increased by an amount in exchange cash equal to any Excess Consideration (as defined below) received within the one hundred eighty (180) day period immediately following the exercise of the Put due to an Adjustment Event (as defined below). The Put is exercisable by the Holder at any time and from time to time for eight (8) years from the delivery to the Company date of Issuance of this Warrant within thirty by giving written notice (30) days of the receipt of written notice"Put Notice" thereof to the Company, addressed as set forth in Section 3 heretoabove. "Adjustment Event" means any event in which (a) the Company issues any shares of Units or other similar ownership units in a Qualified IPO for consideration per share that exceeds the amount received per share by any Holder in connection with the exercise of the Put with respect to such Holder; (b) any shareholder sells, from transfers, pledges or otherwise disposes of any equity interests of the Company for consideration per share that exceeds the amount received per share by any Holder in connection with the exercise of its intention the Put with respect to exercise the Put. such Holder; (c) The Fair Market Value of the shares of Common Stock any person acquires equity interests of the Company issuable pursuant to this Warrant shall be determined as follows: (i) Using the previous five day average closing bid price for the day or, where no sale is made on that day, the average in connection with acquisition of the closing bid and asked prices for that day on beneficial ownership of more than fifty percent (50%) of the Nasdaq Stock Market or the OTC Bulletin Board if the voting securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is quoted on the OTC Bulletin Board, the foregoing calculations shall be based on a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if available, and if not, on any other publicly available data reasonably deemed reliable by of the Company. (ii) By mutual agreement , or acquires equity interests of the Company and the Holder; right to elect a majority of the members of the Company's board of directors for a consideration per share or unit that exceeds the amount received per share by any such Holder in connection with the exercise of such Put; (iiid) By an investment banking company selected by the Company and the Holder; (iv) If sells all or a majority of its assets or revenue or income generating capacity for such amount of consideration that, if the Company and were liquidated on the Holder cannot agree on an investment banking companydate that such sale is consummated, then the holders of any class of equity interests of the Company and would receive per share distributions exceeding the amount received per share by any such Holder shall each appoint an independentin connection with the exercise of such Put; or (e) the Company participates in any merger, experienced appraiser who is consolidation, reorganization, share exchange, recapitalization, or similar transaction or series of related transactions involving a member change of a recognized professional association of business appraisers. The two appraisers shall determine the value control of the Company or disposition of all or a majority of its assets or revenue or income generating capacity, directly or indirectly, in which the holders of any class of capital stock of the Company receive per share consideration for. or distributions with respect to, their shares in an amount that exceeds the amount received per share by such Holder in connection with the exercise of Common Stock which such Put. "Excess Consideration" means the amount that a Holder would be issued upon have realized following the Adjustment Event had the Put not been exercised by such Holder until such time, minus the amount that such Holder realized due to the exercise of the WarrantPut; provided however, taking into consideration that the amount of Excess Consideration will in all factors events be deemed by such appraiser to be relevant, including that such shares would constitute at least zero. "Qualified IPO" means a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (v) If the highest of the two appraisals is not more than 10% more than the lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the highest of the two appraisals is 10% or more than the lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (vi) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (vii) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) The Put shall terminate upon the Company's successful completion of a bona fide underwritten public offering of its capital stock with net proceeds to the equity interests of the Company listed on a registered securities exchange or on the National Market tier of the Nasdaq Stock Market, Inc. with an initial market value (defined as stock price multiplied by shares outstanding on the first five (5) days of trading) of at least $10,000,000 50 million with a Daily Trading Volume of no less than three percent ("IPO"3%) for twenty (20).

Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less Warrant. The Put shall terminate if Company successfully completes the exercise price of such SharesIPO and repays the Note in full. (b) The Company shall pay to the Holder, in cash or certified or cashier's check, the Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put. (c) The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant shall be determined as follows: (i) Using the previous five day average closing bid price for the day or, where no sale is made on that day, the average of the closing bid and asked prices for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is quoted on the OTC Bulletin Board, the foregoing calculations shall be based on a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if available, and if not, on any other publicly available data reasonably deemed reliable by the Company. (ii) By mutual agreement of the Company and the Holder; (iii) By an investment banking company selected by the Company and the Holder; (iv) If the Company and the Holder cannot agree on an investment banking company, then the The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrant, taking into consideration all factors deemed by such appraiser to be relevant, including that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy. (vii) If the highest of the two appraisals is not more than 10% more than the lowest of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the highest of the two appraisals is 10% or more than the lowest of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers. (viiii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals. (viiiv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder. (d) The Put shall terminate upon the Company's successful completion of a bona fide underwritten public offering of its capital stock with net proceeds to the Company of at least $10,000,000 ("IPO").