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. (a) In the event that a Key Holder Transferor shall Transfer Employee should sell any Key Holder Shares Employee Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives each Investor under Section 3.4 hereof 2.3 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 Key Employee 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 Holder Transferor Employee 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 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares are to be sold to the Key Holder Transferor Employee shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Employee in such Prohibited Transfer. The Key Holder Transferor Employee 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 hereof2.3. (bii) Within sixty ninety (6090) days after the date on which a Preferred Holder or Non- Transferring Key Executive received an Investor receives 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 Holder Transferor Employee the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ciii) Such Key Holder Transferor Employee 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 4.24.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a4.1(b)(i), 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. 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 a) The Purchaser Shareholder hereby irrevocably grants 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 Seller Shareholder (and any Permitted Transferee thereof that acquires Shares pursuant to and in compliance with Article V) the right, but not the obligation (the “Put Option”), subject to the terms hereof. Such sale shall be made on the following terms and conditions: conditions set forth in this Section 6.1, to sell to Purchaser Shareholder (aor its successor or Permitted Transferee) The price per share at which the shares are and to be sold require Purchaser Shareholder (or its successor or Permitted Transferee) 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 purchase, all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise (but not less than all) of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereofShares beneficially owned by Seller Shareholder and/or its Affiliates and Permitted Transferees (the “Put Shares”). (b) Within sixty (60) days after The Put Option may be exercised at any time; provided that if at such time the date on which a Preferred Holder Joint Venture Agreement remains in full force and effect, the Put Option shall not be exercised by Seller Shareholder unless Moët ▇▇▇▇▇▇▇▇ International shall have given its prior written consent to such exercise and shall have irrevocably waived any call option or Non- Transferring Key Executive received notice termination rights arising under the Joint Venture Agreement or any right of first refusal over 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 transferPut Shares. (c) Such Key Holder Transferor shall, upon receipt of The price at which the certificate or certificates for the shares to Put Option shall be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2, pay the aggregate purchase price therefor exercised and the amount of reimbursable fees and expenses, as specified Purchaser Shareholder shall be obligated to purchase the Put Shares (the “Exercise Price”) shall be calculated in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicablemanner set forth on Schedule 1. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation of Section 2 hereof The Put Option shall be voidable exercised, if at all, by the option delivery by Seller Shareholder of a majority written notice (the “Put Notice”) to Purchaser Shareholder, provided that if the Put Option is being exercised at any time the Joint Venture Agreement remains in interest full force and effect, the Seller Shareholder shall attach evidence in a form reasonably satisfactory to Purchaser Shareholder that Moët ▇▇▇▇▇▇▇▇ International has waived its call option, termination rights and rights of first refusal under the Joint Venture Agreement. (e) The closing of the Preferred Holders sale and Non-Transferring Key Executives if a majority in interest purchase of the Preferred Holders Put Shares (the “Put Closing”) shall be subject to the receipt by Purchaser Shareholder of any material regulatory approvals from any Governmental Authority of competent jurisdiction, including, without limitation, the Russian Federal Antimonopoly Service. (f) The Put Closing shall take place as soon as practicable after the delivery of the Put Notice, but in any event no earlier than December 31 of the year in which the Put Option is exercised and Non-Transferring Key Executives do not elect the Put Notice delivered. (g) At the Put Closing: (i) the Purchaser Shareholder shall pay, or cause to exercise be paid, to Seller Shareholder by wire transfer of immediately available funds an amount in U.S. dollars equal to the put option set forth in this Section 4.2Exercise Price; and (ii) Seller Shareholder shall transfer to Purchaser Shareholder, or its designee, the Put Shares, free and clear of all liens, and shall deliver to Purchaser Shareholder, or its designee, all documentation that Purchaser Shareholder may reasonably request in order to perfect 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 Executivestitle.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder 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 co-sale rights of the Preferred Holders or Non-Transferring Key Executives under transfer restrictions in Section 3.4 hereof 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, 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 Transferor the Ordinary Shareholder the type and number of shares of the Common Ordinary Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Ordinary Shares such Investor would have been entitled to transfer to the purchaser third-party transferee under Section 3.4 4.4 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: (aii) The price per share at which the shares are to be sold to the Key Holder Transferor 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 paid by the purchaser third-party transferee to such Key Holder Transferor the Ordinary Shareholder in such the Prohibited Transfer. The Key Holder Transferor Ordinary Shareholder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Investor for any and all fees and expenses, including legal fees and expenses, reasonably and properly 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 hereof4. (biii) Within sixty ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Investor (1) received notice of the Prohibited Transfer or (2) 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 Ordinary Shareholder the certificate or certificates Transfer Documents representing the shares to be sold, each certificate to be properly endorsed for transfersold under this Section 4.6 by such Investor. (civ) Such Key Holder Transferor The Ordinary Shareholder shall, upon receipt of the certificate or certificates for Transfer Documents relating to the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveInvestor, pursuant to this Section 4.24.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asubparagraph 4.6(b)(i), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key ExecutiveInvestor. The Company 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. (d) Notwithstanding , to 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, Ordinary Shareholder and the Company agrees it will not Investor reflecting the new securities held by them giving effect to 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 Executivestransfer.

Put Option. In the event of a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of Prohibited Transfer, 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, Breaching Shareholders shall have the right to sell to such Key Holder Transferor the type and Breaching Shareholder the number of shares of the Common Shares Equity Securities equal to the number of shares each Preferred Holder or Equity Securities the Non-Transferring Key Executive Breaching Shareholders would have been entitled to transfer to the purchaser under Section 3.4 hereof transferee in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The the price per share at which the shares Equity Securities are to be sold to the Key Holder Transferor shall be equal to the greater of (i) the price per share paid by the purchaser to such Key Holder Transferor transferee in such the Prohibited TransferTransfer and (ii) the Call Fair Market Value. The Key Holder Transferor Breaching Shareholder shall also reimburse each Preferred Holder and the Non-Transferring Key Executive Breaching Shareholders 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 Breaching Shareholders’ 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 the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or the Non-Transferring Key Executive Breaching Shareholders shall, if exercising the option created hereby, deliver to the Key Holder Transferor Breaching Shareholder the certificate or certificates representing the shares Equity Securities to be sold, each certificate to be properly endorsed for transfer.; (c) Such Key Holder Transferor the Breaching Shareholder shall, upon receipt of the certificate or certificates for the shares Equity Securities to be sold by a Preferred Holder or the Non-Transferring Key ExecutiveBreaching Shareholders, 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.Breaching Shareholders; and (d) Notwithstanding notwithstanding the foregoing, any attempt by a Key Holder Transferor Breaching Shareholder to Transfer Key Holder Shares transfer Equity Securities in violation of Section Sections 2 or 3 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 that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares Equity Securities without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesBreaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof.

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 Prohibited Transfer, each 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, Selling Investor shall have the right to sell to such Key Holder Transferor the Selling Stockholder the type and number of shares of the Common Shares Registrable Securities, as applicable, equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Selling Investor 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 hereofof Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Key Holder Transferor Selling Stockholder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Selling Stockholder in such the Prohibited Transfer. The Key Holder Transferor Selling Stockholder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key ExecutiveSelling Investor’s rights under this Section 3.4 hereof5.2. (b) Within sixty ninety (6090) calendar days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or each Non-Transferring Key Executive Selling Investor shall, if exercising the option created hereby, deliver 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. (c) Such Key Holder Transferor The Selling Stockholder shall, upon receipt within twenty-four (24) hours of delivery of the certificate or certificates for the shares to be sold by a Preferred Holder or an Non-Transferring Key Executive, Selling Investor pursuant to this Section 4.2subparagraph 5.2, pay the aggregate purchase price therefor paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses, expenses as specified in Section 4.2(a), subparagraph 5.2(a) in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableSelling Investor. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor the Selling Stockholder to Transfer Key Holder transfer Shares Registrable Securities, as applicable, in violation of Section 2 2.3 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 Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority in interest of the Preferred Holders and shares held by the Non-Transferring Key ExecutivesSelling Investors, voting together as a separate class.

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. 6.1 In the event a Key Holder Transferor shall Transfer Founder should sell any Key Holder Shares Founder’s Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives Investors under Section 3.4 hereof 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 the Founder shall be bound by the applicable provisions of such option. 6.2 In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Key Holder Transferor the Founder 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 such Investor 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 Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Founder in such the Prohibited Transfer. The Key Holder Transferor Founder 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 pursuant to the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key ExecutiveInvestor’s rights under Section 3.4 hereof3. (b) Within sixty thirty (6030) days after the later of the date on which a Preferred Holder or Non- Transferring Key Executive the Investor received written notice of the Prohibited Transfer Transfer, or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive each Investor shall, if exercising the option created hereby, deliver to the Key Holder Transferor Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Founder 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 4.2subsection 6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(asubsection 6.2(a), 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 Founder to Transfer Key Holder Shares transfer Founder’s Stock in violation of Section 2 3 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 vote or written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesInvestors.

Put Option. In the event of a Key Prohibited Transfer by a Principal Shareholder, a 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 (but shall not be obligated) to sell sell, to such Key Holder Transferor the type and Principal Shareholder who made the Prohibited Transfer, a number of shares of the Common Shares (either directly or through conversion of Preferred Shares) equal to the number of shares each Preferred Shares that the 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 this Section 15, assuming the terms hereofHolder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions: (a) 15.6.1 The price per share at which the shares Shares are to be sold to the Key Holder Transferor any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Principal Shareholder in such the Prohibited Transfer. The Key Holder Transferor Such Principal Shareholder shall also reimburse each Preferred the Holder and Non-Transferring Key Executive for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred in connection with the exercise or the attempted pursuant to any exercise of the Preferred Holder’s or Non-Transferring Key Executive’s rights under this Section 3.4 hereof15.6. (b) 15.6.2 Within sixty (60) 90 days after the date earlier of the dates on which a Preferred the Holder or Non- Transferring Key Executive (i) received notice of the Prohibited Transfer or otherwise became aware from such Principal Shareholder of the Prohibited Transfer, such Preferred or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder or Non-Transferring Key Executive shall, if exercising the put option created hereby, deliver to the Key Holder Transferor such Principal Shareholder the certificate or certificates representing the shares Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6. (c) 15.6.3 Such Key Holder Transferor Principal Shareholder shall, upon receipt of the certificate or certificates for the shares Shares to be sold by a Preferred Holder or Non-Transferring Key Executivethe Holder, pursuant to this Section 4.215.6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpenses reimbursable under Section 15.6.1, as specified in Section 4.2(a), in cash by check or by other means reasonably acceptable wire transfer 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 order 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 ExecutivesHolder.

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, The MSO shall have the right option (the "Put Option") to sell to such Key Holder Transferor require the type and number of shares New PC, upon termination of the Common Shares equal to Management Services Agreement by the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser MSO under Section 3.4 hereof had 10.2 thereof or upon expiration of the Prohibited Transfer been effected pursuant to and in compliance with Term of the terms hereof. Such sale shall be made on the following terms and conditionsManagement Services Agreement, to: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Key Holder Transferor shall be equal to performance of its obligations under 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 Management Services Agreement and all fees and expensesother assets, including legal fees inventory and expensessupplies and intangibles, incurred in connection with set forth on the exercise or balance sheet as at the attempted exercise end of the Preferred Holder’s month immediately preceding the date of such termination or Non-Transferring Key Executive’s rights under Section 3.4 hereof.expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within sixty (60) days after Purchase, by obtaining an assignment from the date on which a Preferred Holder or Non- Transferring Key Executive received notice MSO, at book value, the right to receive payments for breach of the Prohibited Transfer or otherwise became aware restrictive covenants provided for in Section 3.7 of the Prohibited TransferManagement Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, such Preferred Holder and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or Non-Transferring Key Executive shalldepreciation of the restrictive covenants, 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.and any goodwill and other intangible assets; and (c) Such Key Holder Transferor shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by a Preferred Holder or Non-Transferring Key Executive, pursuant to an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 4.22 (collectively, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a"Put Price"), 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 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, the Purchaser shall have the right right, and one available remedy for such breach shall be, to sell to such Key Holder Transferor Leeds, and Leeds shall have the type and obligation to purchase from the Purchaser, a number of shares of the Common Shares Stock equal to the number of shares each Preferred Holder or Non-Transferring Key Executive the Purchaser would have been entitled to transfer sell to the purchaser under Section 3.4 hereof had in the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 1 hereof. Such sale shall be made on the following terms and conditions: (a) The price per share (the "Share Price") at which the shares are to be sold to the Key Holder Transferor Leeds shall be equal to the price per share sum of (i) the Share Price paid by the purchaser to such Key Holder Transferor the Leeds Affiliate in such the Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder Transfer and Non-Transferring Key Executive (ii) simple interest on the Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for any and all fees and expenses, including legal fees and expenses, incurred the period of time between the payment in connection with the exercise or the attempted exercise full of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereofpurchase price with respect to the put option described herein by Leeds and receipt by the Leeds Affiliate of any proceeds from the Prohibited Transfer giving rise to the put option. (b) Within sixty (60) 90 days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Purchaser (i) received notice from Leeds of the Prohibited Transfer or (ii) otherwise became becomes aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive the Purchaser shall, if exercising the put option created hereby, deliver to the Key Holder Transferor Leeds the certificate or certificates representing the Purchaser's Common Stock shares to be sold, each certificate to be properly endorsed for transferTransfer. (c) Such Key Holder Transferor Leeds shall, upon concurrently with its receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, the Purchaser pursuant to this Section 4.22.2(b), pay and deliver to the Purchaser in cash the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(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 applicableorder of Purchaser. (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 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 Company and STC hereby jointly and severally agree to purchase any Shares owned by Cinergy or any Management Investor if (a) the shares are to be sold to the Key Holder Transferor shall be equal to the price per share paid transactions contemplated 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 Subscription Agreement are consummated after termination of the Preferred Holder’s or Non-Transferring Key Executive’s Merger Agreement and (b) such Stockholder shall have given notice of its intent to exercise its put rights under this Section 3.4 hereof2.7 within twenty business days of the date the transactions contemplated by the Subscription Agreement are consummated. (b) Within sixty (60) days after Parent or STC, as the date on which a Preferred Holder or Non- Transferring Key Executive received notice case may be, shall pay to the Stockholder exercising put rights under this Section 2.7, by wire transfer of immediately available funds, against delivery 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 put Common Stock, (x) $8.00 plus (y) an amount equal to be sold, 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 the highest applicable U.S. federal and state income tax rate applicable to such Stockholder (plus in each certificate case a full gross-up to be properly endorsed account for transferthe 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) Such Key Holder Transferor shallEach Stockholder exercising their put rights under this Section 2.7 shall deliver to Parent or STC, upon 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 the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to notice of such Stockholder's exercise of its put rights under this Section 4.22.7 (or such other date and place as the parties agree), pay one or more certificates, properly endorsed for transfer, which represent all the aggregate purchase price therefor Shares owned by such Stockholder, and the amount of reimbursable fees each such Stockholder shall make such representations and expenseswarranties, and shall enter into such agreements, as specified are customary and reasonable given each such Stockholder's percentage ownership in Section 4.2(athe 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 Shares (or interests therein), in cash free and clear of all pledges, security interests, adverse claims, other liens or by restrictions on transfer (other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicablethan restrictions on transfer under applicable securities laws). (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 the Founder who effected the Prohibited Transfer, and, if such Key Holder Transferor right is exercised, the type and Founder shall have the obligation to purchase from each Investor, a number of shares of Common Stock of the Common Shares Company (either directly or through delivery of convertible Series A Preferred 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 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 term and conditions: (a) The price per share at which the shares are to be sold to the Key Holder Transferor Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Founder in such the Prohibited Transfer. The Key Holder Transferor Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Investor 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 Investor's rights under this Section 3.4 hereof2. (b) Within sixty (60) In order to exercise the put option created under this Section 2, an Investor must, within 20 days after the later of the date on which a Preferred Holder or Non- Transferring Key Executive the Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become 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 Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Founder 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 4.22.2(b), immediately pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in Section 4.2(a2.2(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 ExecutivesInvestor.

Put Option. In Upon the event a Key Holder Transferor occurrence of an Event of Default ,the Non-Defaulting Party shall Transfer any Key Holder Shares have an option (“Put Option”) to sell to the Defaulting Party the Non-Defaulting Party’s entire equity interest in contravention the registered capital of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof JVC (a “Prohibited TransferPut Option Sold Equity”), each Preferred Holder and if the Non-Transferring Key ExecutiveDefaulting Party decides to exercise its option at its own discretion by providing written notice to the Defaulting Party, the Defaulting Party must agree to purchase the Put Option Sold Equity at a value determined pursuant to this Section 14.4.4, and shall cause its appointed Directors to vote 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 favor 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:sale. (a) The price per share at which If the shares are Non-Defaulting Party decides to be sold exercise its Put Option, it shall, by Written notice (the “Put Option Exercise Notice”), propose to the Key Holder Transferor shall be equal to Defaulting Party a price that in 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 Defaulting Party’s reasonable opinion is the exercise or the attempted exercise fair market value of the Preferred HolderPut Option Sold Equity (the “Put Option Purchase Price”). If the Defaulting Party does not agree or does not reply within ten (10) Business Days of the Put Option Exercise Notice or it is otherwise required by Applicable Laws to obtain an outside valuation of the fair market value of the Put Option Sold Equity, the Parties shall commence an outside process for determining the Put Option Purchase Price in accordance with Section 14.5, at the Defaulting Party’s or Non-Transferring Key Executive’s rights under Section 3.4 hereofexpense. (b) Within sixty (60) days after Upon receipt by the date on which a Preferred Holder or Non- Transferring Key Executive received notice Parties of the Prohibited Transfer or otherwise became aware of Purchase Price Certificate issued in accordance with Section 14.5, 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 Defaulting Party 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 bound to exercise the put option set forth in this Section 4.2sell, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as Defaulting Party shall be bound to purchase the holder of such shares without the written consent of a majority in interest Put Option Sold Equity at [*] percent ([*]%) of the Preferred Holders and Non-Transferring Key ExecutivesValuation Price set out in the Purchase Price Certificate issued in accordance with Section 14.5.

Put Option. In If the event Company has been unable to complete a Key Holder Transferor shall Transfer any Key Holder Shares in contravention QIPO within the QIPO Period, and Company and Promoters have been unable to procure a Third Party Sale, then on the expiry of the co-sale rights 6 (six) month period referred to in Clause 1.4, any Investor, subject to the prior written consent 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 hereunderInvestors, shall have the right to sell require the Company and/or the Promoters to such Key Holder Transferor buy back and/or purchase (as applicable) all the type Equity Securities held by it (“Put Option”). In the case of a buyback, an Investor will be entitled to call upon the Company to convert all Equity Securities held by it into Equity Shares, and number of shares then complete a buy back of the Common Equity Shares equal to held by 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 hereofInvestor at that time. 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 TransferCompany and/or the Promoters (“Put Price”) shall be the fair market value of the Equity Securities held by the Investor. The Key Holder Transferor fair market value shall also reimburse each Preferred Holder be determined by one of the big four accounting firms or by an investment bank as mutually agreed upon by the Investors and Non-Transferring Key Executive for any the Company. If an Investor chooses to exercise the Put Option, the Investor shall inform the Company and/or the Promoter of its intention in writing (the “Put Notice”). The Put Notice shall state the details of the Equity Securities it intends to sell. Upon receipt of the Put Notice, (i) the Company and the Investors shall appoint an accounting firm or investment bank to determine the Put Price and (ii) the Company and the Promoters shall undertake all fees procedures and expensesobtain all Consents necessary to effect the sale and purchase of the Equity Securities subject to the Put Notice, including legal fees obtaining the necessary Board and expensesShareholder resolutions. The purchase/buyback of the Equity Securities by the Company and/or the Promoters shall be completed within forty-five (45) Business Days from the date of delivery of the Put Notice. No Investor shall be required to provide any representations, incurred warranties or indemnities in connection with sale/buyback except regarding the exercise or title to and ownership of, the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereofEquity Securities held by it. (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. (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 At any time from and after 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 date 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 is sixty (60) days after prior to the date on which a Preferred Holder or Non- Transferring Key Executive received notice expiration of the Prohibited Transfer or otherwise became aware of Facility Term, VMRE shall have a put option (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“Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 4.23.6, 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 any Ground Sub-Lease related to the Preferred Holder or Non-Transferring Key Executive, applicable Property shall terminate 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 date of such repurchase and Nonreconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Transferring Key Executives if a majority in interest Lease. In connection with the repurchase of the Preferred Holders and Non-Transferring Key Executives do not elect to exercise the put option set forth in Property under this Section 4.23.6, and VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on 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 ExecutivesProperty.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Selling Stockholder transfers any Shares in contravention of the coCo-sale rights of the Preferred Holders or Non-Transferring Key Executives under Sale Right in Section 3.4 hereof 2 (a “"Prohibited Transfer”"), to the extent that such transfer is valid and recorded on the books of and recognized by the Company, each Preferred Holder and Non-Transferring Key ExecutiveHolder, in addition to such other remedies as may be available at law, in equity or hereunder, shall will have the right to sell to the Selling Stockholder, and in the event such Key Holder Transferor exercises such right the Selling Stockholder shall be obligated to purchase from such Holder, the type and number of shares of the Common Shares equal to the number of shares each Preferred that such Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under third-party transferee pursuant to Section 3.4 hereof 2 above had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereofof this Agreement. Such sale shall is to be made on the following terms and conditions: (a) The the price per share Share at which the shares Shares are to be sold to the Key Holder Transferor Selling Stockholder shall be equal to the price per share Share paid by the purchaser to such Key Holder Transferor third-party transferee in such the 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 each Holder must exercise the right to sell pursuant to this Section 3 within sixty (60) days after the date later of the dates on which a Preferred the Holder or Non- Transferring Key Executive (i) received notice of the Prohibited Transfer Transfer, or (ii) otherwise became aware of the Prohibited Transfer, such Preferred and each Holder or Non-Transferring Key Executive shall, if exercising in order to exercise the option right created hereby, deliver to the Key Holder Transferor Selling Stockholder the certificate or certificates representing the shares Shares to be sold, each certificate to be properly endorsed for transfer.; and (c) Such Key Holder Transferor the Selling Stockholder shall, upon receipt of the certificate or certificates for the shares Shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.23, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, as specified in Section 4.2(a)clause (a) above, in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableHolder. (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 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, The MSO shall have the right option (the "Put Option") to sell to such Key Holder Transferor require the type and number of shares New PC, but not ▇▇. ▇▇▇▇▇▇ individually, upon termination of the Common Shares equal to Management Services Agreement by the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser MSO under Section 3.4 hereof had 10.2 thereof or upon expiration of the Prohibited Transfer been effected pursuant to and in compliance with Term of the terms hereof. Such sale shall be made on the following terms and conditionsManagement Services Agreement, to: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Key Holder Transferor shall be equal to performance of its obligations under 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 Management Services Agreement and all fees and expensesother assets, including legal fees inventory and expensessupplies and intangibles, incurred in connection with set forth on the exercise or balance sheet as at the attempted exercise end of the Preferred Holder’s month immediately preceding the date of such termination or Non-Transferring Key Executive’s rights under Section 3.4 hereof.expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within sixty (60) days after Purchase, by obtaining an assignment from the date on which a Preferred Holder or Non- Transferring Key Executive received notice MSO, at book value, the right to receive payments for breach of the Prohibited Transfer or otherwise became aware restrictive covenants provided for in Section 3.7 of the Prohibited TransferManagement Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇ contemplated thereunder, such Preferred Holder and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or Non-Transferring Key Executive shalldepreciation of the restrictive covenants, 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.and any goodwill and other intangible assets; and (c) Such Key Holder Transferor shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by a Preferred Holder or Non-Transferring Key Executive, pursuant to an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 4.22 (collectively, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a"Put Price"), 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 (a) At any time commencing three years after the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention date of this Agreement, either St. ▇▇▇ or Weeks, but not both (the co-sale rights first of such Shareholders to initiate the Preferred Holders or Non-Transferring Key Executives under provisions of this Section 3.4 hereof (a “Prohibited Transfer”8.1(a), each Preferred Holder the "Selling Shareholder"; and Non-Transferring Key Executivethe other of such Shareholders, in addition to such other remedies as may be available at law, in equity or hereunderthe "Purchasing Shareholder"), shall have the right (such right, the "Put Option"), upon providing 45 days prior written notice to sell the Corporation and other Shareholders, to such Key Holder Transferor require, subject to Sections 8.2 and 8.3 hereof, the type and number Purchasing Shareholder to purchase all of shares of the Common its Shares for an amount equal to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Purchase Price payable as provided in Section 3.4 hereof had the Prohibited Transfer been effected pursuant to 8.1(b) and otherwise as provided 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 this Section 3.4 hereof8. (b) Within sixty In the event the Selling Shareholder exercises its Put Option, the Purchase Price shall be paid to the Selling Shareholder by the Purchasing Shareholder causing the Corporation to distribute, in the event that St. ▇▇▇ is the Selling Shareholder, the St. ▇▇▇ Division and, in the event that Weeks is the Selling Shareholder, the Weeks Division (60) days after such distributed division, the date on "Distributed Division"), to the Selling Shareholder. In the event that the Purchase Price exceeds the Distributed Division Value, the Purchasing Shareholder shall pay in cash to the Selling Shareholder at the Closing an amount equal to the amount by which a Preferred Holder or Non- Transferring Key Executive received notice the Purchase Price exceeds the Distributed Division Value. In the event that the Distributed Division Value exceeds the Purchase Price, the Selling Shareholder shall pay in cash at the Closing to the Purchasing Shareholder, an amount equal to the amount by which Distributed Division Value exceeds the Purchase Price. The Purchasing Shareholder shall pay in cash at the Closing to the Corporation an amount equal to the Distributed Division Value 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 division distributed to the Key Holder Transferor the certificate or certificates representing the shares Selling Shareholder. All Shareholders covenant and agree that they will take and will cause to be soldtaken at all times all necessary action, each certificate including without limitation, the voting of Shares to be properly endorsed for transferdistribute a division to effectuate the provisions of this Section 8.1(b). (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 if both Weeks and St. ▇▇▇ exercise the Put Option within 60 days after the third anniversary of Section 2 hereof this Agreement, both such exercises of the Put Option shall be voidable at void ab initio and neither Weeks --------- nor St. ▇▇▇ ▇▇▇ exercise the option Put Option (i) for a period of a majority in interest 30 days after the last of the Preferred Holders and Nonforegoing exercises or (ii) if either Weeks or St. ▇▇▇ initiates the buy-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 sell procedure set forth in this Section 4.28.10, and the Company agrees it will not effect such a transfer nor will it treat at 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 Executivestime thereafter.

Put Option. In I acknowledge and agree that I will have the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention following right to have the Company redeem all 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 Units purchased by me pursuant 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 conditionsMemorandum: (a) The price per share If the Company does not complete an initial public offering of its shares of Common Stock and have such shares of Common Stock quoted for trading on a national securities exchange or NASDAQ within a period of 24 months after the date of the initial closing of the offering which is the subject of the Memorandum, record holders of at which least a Majority of the shares are Redeemable Securities (as defined in subparagraph (f) below) shall have the right, in lieu of exercising their demand registration rights described in Paragraph 13 (b) hereof, to be sold elect to have the Company redeem, exercisable upon written notice to the Key Holder Transferor Company, all of the Redeemable Securities (as defined in subparagraph (e) below), whether or not the holders of the Redeemable Securities are part of the Majority of the Redeemable Securities electing such redemption, and, subject to the provisions of Paragraph 16 hereof, the Company agrees that it shall be obligated to redeem all of the Redeemable Securities at a cash price equal to the price greater of: (i) $100,000 per share paid by Redeemable Security plus a return of 10% per annum thereon (compounded annually); or (ii) 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 fair market value of the Preferred Holder’s or Non-Transferring Key Executive’s rights Redeemable Securities, as determined by a nationally recognized business valuation firm which is mutually acceptable to the Company and The Boston Group, L.P., which fair market value shall be determined assuming that the Company is then a public reporting company under Section 3.4 hereofthe Securities Exchange Act of 1934, as amended, and assuming that the Redeemable Securities are then freely trading on NASDAQ. (b) Within sixty (60) The Company covenants and agrees to give written notice of its receipt of notice from holders of a Majority of the Redeemable Securities of the exercise of the redemption rights provided by this Section 15 to all other registered owners of Redeemable Securities within 10 days from the date of the receipt of such notice from holders of a Majority of the Redeemable Securities. The Company further covenants and agrees to redeem all of the Redeemable Securities that it may lawfully redeem within 10 days after the date on which a Preferred Holder or Non- Transferring Key Executive received notice fair market value 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 Redeemable Securities shall have been determined pursuant to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transferprovisions of this Paragraph 15. (c) Such Key Holder Transferor shall, upon receipt If the Company is not able to redeem all of such Redeemable Securities because of the certificate or certificates for provisions of Paragraph 16 hereof, the shares Company shall nevertheless be obligated to redeem that number of Redeemable Securities that it shall then be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant entitled to this Section 4.2, pay redeem ratably from the aggregate purchase price holders of such Redeemable Securities and shall further be obligated to redeem the remainder of the Redeemable Securities as soon as funds are legally available therefor and to pay interest on the amount deferred portion of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or the redemption price for such unredeemed Redeemable Securities at the maximum rate of interest then permitted by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableCalifornia law. (d) Notwithstanding So long as the foregoingCompany has not redeemed all of the Redeemable Securities pursuant to the provisions of this Paragraph 15, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation the undersigned shareholders of Section 2 hereof the Company hereby covenant and agree that they shall vote all of their shares of Common Stock of the Company such that the holders of the Redeemable Securities shall be voidable at the option of entitled to elect a majority in interest of the Preferred Holders and Non-Transferring Key Executives if a majority in interest Company's Board of Directors. Such undersigned shareholders of the Preferred Holders Company hereby further covenant and Non-Transferring Key Executives do not elect to exercise the put option set forth in this Section 4.2agree they will not, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the prior written consent of holders of a Majority of the Redeemable Securities, cause the Company to issue shares of its Common Stock or other voting securities such that they, together with all holders of the Redeemable Securities, will not at all times be entitled to elect at least a majority in interest of the Preferred Holders Company's Board of Directors. (e) For purposes hereof, the term "Redeemable Securities" means: (i) all Units issued by the Company in the offering which is the subject of the Memorandum; and Non-Transferring Key Executives(ii) all units issued by the Company in the May 1996 Offering.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention Each of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”)CIBC, each Preferred Holder MG Fund, WV and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, DVI shall have the right (the "Put Option") at any time after five years from the date hereof to sell require the Corporation to such Key Holder Transferor purchase from CIBC, MG Fund, WV or DVI, as the type case may be, all, but not less than all, of CIBC's, MG Fund's, WV's or DVI's Shares (hereinafter in Sections 7.7, 7.8 and number of shares 7.9 referred to as the "Putting Shareholder"). Any purchase of the Common Putting Shareholder's Shares equal in accordance with this Section by the Corporation, or, if the Shareholders elect in accordance with subsection 7.7(c), by the Shareholders (such Shareholders or the Corporation, as the case may be, being hereinafter referred to in this Section as 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 "Purchaser(s)"), shall be made on subject to the following terms and conditions:, notwithstanding the provisions of Section 7.2. (a) The price per share at which the shares are to Put Option shall be sold exercised by the Putting Shareholder giving 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 Corporation and 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.other Shareholders notice in writing (in this Article called the "Put Notice") of the Putting Shareholder's intention to exercise the Put Option; (b) Within sixty the Put Notice shall also set forth the Putting Shareholder's best estimate, stated in dollars, of the Fair Market Value of its Shares, which, subject to Section 7.8, shall be the purchase price payable by the Purchaser(s); (60c) the Shareholders other than the Putting Shareholder shall have the option, exercisable in writing to purchase the Putting Shareholder's Shares, in place of or in addition to the Corporation, in such proportions as may be specified in a notice given by the Shareholders other than the Putting Shareholder to the Putting Shareholder and to the Corporation within 30 days of receipt of the Put Notice. If the Shareholders other than the Putting Shareholder so elect, such of them who 24 20 have elected to be Purchasers, shall be obligated to purchase the Putting Shareholder's Shares, but the Corporation shall not thereby be relieved of its obligation to purchase Putting Shareholder's Shares if the Shareholders who are the Purchasers fail to complete the transaction in accordance with this Section; (d) the purchase price shall be payable in full in cash or by certified cheque or bank draft at the time of completion of the transaction; (e) upon the completion of the transaction, the Putting Shareholder shall cause its nominee(s) to resign from all offices and positions with the Corporation and release the Corporation from any claims other than for contribution and indemnity; (f) the completion of the transaction shall take place at the offices of the Putting Shareholder, before or on the date being 120 days after the date on which the Putting Shareholder delivered the Put Notice, or if a Preferred Holder Dispute Notice is duly given under Section 7.8, before or Non- Transferring Key Executive received notice on the date being 45 days after determination of the Prohibited Transfer purchase price in accordance with Section 7.8; (g) the Purchaser(s) shall use its best efforts to cause the Putting Shareholder to be fully released from all obligations under any guarantees or otherwise became aware indemnities which may have been given by the Putting Shareholder for or in respect of any debts, liabilities or obligations of the Prohibited TransferCorporation, provided that if the Purchaser(s) are unable to obtain any such release then the Purchaser(s) shall indemnify the Putting Shareholder against any loss it may suffer or incur as a result of having given any said guarantee or indemnity; and (h) in the event that the Putting Shareholder exercises the Put Option and all of the Putting Shareholder's Shares are not acquired by either the Corporation or the Shareholders in accordance with this Section 7.7, without prejudice to any other rights which the Putting Shareholder may have, the provisions of Section 7.9 shall apply. All of the Shareholders hereby agree that in the event that any of CIBC, MG Fund, WV or DVI exercise the Put Option under this Section 7.7, the rights of all Shareholders under the redemption provisions contained in section 6 of the Series A and Series B Preferred Holder or Non-Transferring Key Executive shall, if exercising Share provisions of the option created hereby, deliver Company included in Schedule A 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 Articles of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key ExecutiveCompany as amended January 21, 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 2000 shall be voidable at the option of a majority in interest suspended until such time as all of the Preferred Holders and Non-Transferring Key Executives if a majority Company's obligations in interest of connection with 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 ExecutivesPut Option so exercised shall have been discharged.

Put Option. In order to exercise the Put Option, each exercising Médical Shareholder or Warrant Holder shall give written notice (the “Put Notice”) to Holding Corp. Such Put Notice shall specify the date upon which the Put Option will be exercised (the “Put Closing Date”) and include a representation that such Médical Shareholder or Warrant Holder owns all right, title or interest in and to the Shareholder Médical Stock or Médical Warrants, as applicable, to be exchanged, free and clear of all mortgages, liens, loans, claims, security interests and other encumbrances, and a covenant by such Médical Shareholder or Warrant Holder to indemnify Holding Corp. for any breach of such representation. Upon receipt of the Put Notice, Holding shall, to the extent it may lawfully do so, exchange such Médical Shareholder’s Shareholder Médical Stock or such Warrant Holder’s Médical Warrants, as applicable, for securities of Holding Corp. in such types and amounts as calculated pursuant to Section 2.02. The shares of Holding Corp. acquired pursuant to the exercise of the Call Option or Put Option hereunder shall not be transferred by the Médical Shareholders or Warrant Holders acquiring such shares except in accordance with the restrictions on transfers of shares held by the Stockholders (as defined in the Amended and Restated First Refusal and Co-Sale Agreement, dated as of September 11, 2007 by and among Holding Corp. and the entities listed on Schedules A and B thereto, as amended from time to time (the “First Refusal and Co-Sale Agreement”)), contained in Section 1 of the First Refusal and Co-Sale Agreement. Any purported sale, assignment, pledge, encumbrance or other transfer in violation of the First Refusal and Co-Sale Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such shares. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention that holders of at least sixty percent 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 capital stock 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 Médical listed 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 Schedule A hereto elect to exercise the put option set forth in this Section 4.2Put Option hereunder, each Médical Shareholder and Warrant Holder agrees to exercise the Put Option with respect to the shares of Shareholder Médical Stock and Médical Warrants held by such Médical Shareholder or Warrant Holder, and the Company agrees it will not effect hereby appoints ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ their respective attorney-in-fact to exercise 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 ExecutivesPut Option.

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. In Without prejudice to the event a Key Holder Transferor shall Transfer other provisions hereof, if any Key Holder Shares in contravention shareholder of the co-sale rights Company (the “Dissenting Member”) refuses to vote in favor of the Preferred Holders Approved Sale or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”)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 holder of a Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right to sell require the Dissenting Member to such Key Holder Transferor the type and number of shares purchase in cash up to all of the Common Preferred Shares held by such holder at a price per Preferred Share equal to the number amount that a holder of shares each a Preferred Holder or Non-Transferring Key Executive 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 entitled to transfer sold for cash in the Approved Sale and the full proceeds therefrom available for distribution to the purchaser under Section 3.4 hereof had members of 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 Company were distributed to the Key Holder Transferor shall be equal to members in accordance with Article 8.2(B) (Distribution on Trade Sale) of the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited TransferMemorandum and Articles. The Key Holder Transferor Dissenting Member shall also reimburse each such holder of Preferred Holder and Non-Transferring Key Executive Shares for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the right of such holder of Preferred Holder’s or Non-Transferring Key Executive’s rights Shares under this Section 3.4 hereof. 11.5. Within fifteen (b) Within sixty (6015) days after a holder of Preferred Shares delivers a notice to 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 Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Key Holder Transferor Dissenting Member the certificate or certificates representing the shares Preferred Shares to be sold, each certificate to be sold under this Section 11.5 by such holder of Preferred Shares properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt if certificated, plus an executed instrument of transfer and 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, Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as specified in provided for under this Section 4.2(a)11.5, 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 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, the Investors shall have the right to sell to such Key Holder the selling Transferor the type and or Transferors a number of shares of the Common Shares Stock (either directly or through delivery of Preferred Stock) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive the Investors would have been entitled to transfer to the purchaser under Section 3.4 hereof had Purchase Offeror 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 and terms at which the shares are to be sold to the Key Holder selling Transferor or Transferors shall be equal to the price per share paid and terms agreed to by the purchaser to such Key Holder the selling Transferor or Transferors in such the Prohibited Transfer. The Key Holder selling Transferor or Transferors shall also reimburse each Preferred Holder and Non-Transferring Key Executive the Investors 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 Investors' rights under Section 3.4 hereofthis Article 2. (b) Within sixty (60) 90 days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Investors (i) received notice from a Transferor of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive the Investors shall, if exercising the put option created hereby, deliver to the Key Holder selling Transferor or Transferors the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder The selling Transferor or Transferors shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executivethe Investor, pursuant to this Section 4.22.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(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 applicableorder of the Investors. (d) 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 Article 1 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 purported transferee as the holder of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesInvestors.

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 Transferor the type and Violating Stockholders a number of shares of the Common Shares Stock (either directly or through delivery of any class of convertible preferred 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 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 Violating Stockholders shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Violating Stockholders in such the Prohibited Transfer. The Key Holder Transferor Violating Stockholders 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 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 hereofthis Agreement. (b) Within sixty ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Investors (i) received notice from the Violating Stockholders of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive each Investor shall, if exercising the put option created hereby, deliver to the Key Holder Transferor Violating Stockholders the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Violating Stockholders 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 4.22.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(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 applicableorder of such Investor. (d) 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 Article I 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 ExecutivesInvestors.

Put Option. (a) In the event that a Key Holder Transferor shall Transfer Stockholder or the Major Holder, as applicable, should sell any Key Holder Shares Capital Stock in contravention of the co-sale rights set forth in Section 5.4 of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof this Agreement (a “Prohibited Transfer”), each Preferred Holder and the Non-Transferring Key ExecutiveSelling Stockholders, 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 Stockholder or the Major Holder, as applicable, shall be bound by the applicable provisions of such option; provided, however, that this Section 7.1 shall not operate to waive, reduce, diminish, or otherwise limit the enforceability of any other provision of this Agreement, including, without limitation, those set forth in Sections 5 and 6. (b) In the event of a Prohibited Transfer, each Non-Selling Stockholder shall have the right to sell to such Key Holder Transferor the selling Stockholder or the Major Holder, as applicable, the type and number of shares of the Common Shares Capital Stock equal to the number of shares each Preferred Holder or such Non-Transferring Key Executive Selling Stockholder would have been entitled to transfer Transfer to the purchaser under Section 3.4 5.4 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: (ai) The price per share at which the shares are to be sold to the Key Holder Transferor Stockholder or the Major Holder, as applicable, shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Stockholder or the Major Holder, as applicable, in such Prohibited Transfer. The Key Holder Transferor Stockholder or the Major Holder, as applicable, shall also reimburse each Preferred Holder and Non-Transferring Key Executive Selling Stockholder 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 ExecutiveSelling Stockholder’s rights under Section 3.4 hereof5.4. (bii) Within sixty (60) days after The selling Stockholder or 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 TransferMajor Holder, such Preferred Holder or Non-Transferring Key Executive shallas applicable, 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, shall pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a7.1(b)(i), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableSelling Stockholder. (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 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, The MSO shall have the right option (the "Put Option") to sell to such Key Holder Transferor require the type and number of shares New PC, upon termination of the Common Shares equal to Management Services Agreement by the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser MSO under Section 3.4 hereof had 10.2 thereof or upon expiration of the Prohibited Transfer been effected pursuant to and in compliance with Term of the terms hereof. Such sale shall be made on the following terms and conditionsManagement Services Agreement, to: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Key Holder Transferor shall be equal to performance of its obligations under 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 Management Services Agreement and all fees and expensesother assets, including legal fees inventory and expensessupplies and intangibles, incurred in connection with set forth on the exercise or balance sheet as at the attempted exercise end of the Preferred Holder’s month immediately preceding the date of such termination or Non-Transferring Key Executive’s rights under Section 3.4 hereof.expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within sixty (60) days after Purchase, by obtaining an assignment from the date on which a Preferred Holder or Non- Transferring Key Executive received notice MSO, at book value, the right to receive payments for breach of the Prohibited Transfer or otherwise became aware restrictive covenants provided for in Section 3.7 of the Prohibited TransferManagement Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇ contemplated thereunder, such Preferred Holder and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or Non-Transferring Key Executive shalldepreciation of the restrictive covenants, 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.and any goodwill and other intangible assets; and (c) Such Key Holder Transferor shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and ▇▇. ▇▇▇▇▇ at least twenty (20) calendar days prior to the date specified in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by a Preferred Holder or Non-Transferring Key Executive, pursuant to an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 4.22 (collectively, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a"Put Price"), 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 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 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.

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 the Founder who effected the Prohibited Transfer, and, if such Key Holder Transferor right is exercised, the type and Founder shall have the obligation to purchase from each Investor, a number of shares of Common Stock of the Common Shares Company (either directly or through purchase of Convertible Securities) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Investor would have been entitled to transfer sell 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 Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Founder in such the Prohibited Transfer. The Key Holder Transferor Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Investor for any and all reasonable 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 Investor's rights under this Section 3.4 hereof2. (b) Within sixty twenty (6020) business days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Investors (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive each Investor shall, if exercising the put option created hereby, deliver to the Key Holder Transferor Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Founder 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 4.22.2(b), immediately pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(a), in cash by certified check, wire transfer or by other means reasonably acceptable bank draft made payable to the Preferred Holder or Non-Transferring Key Executive, as applicableorder of such Investor. (d) Notwithstanding the foregoingNOTWITHSTANDING 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 ExecutivesANY ATTEMPT TO TRANSFER SHARES OF THE COMPANY IN VIOLATION OF SECTION 1 HEREOF SHALL BE VOID AND THE COMPANY AGREES IT WILL NOT EFFECT SUCH A TRANSFER NOR WILL IT TREAT ANY ALLEGED TRANSFEREE AS THE HOLDER OF SUCH SHARES WITHOUT THE WRITTEN CONSENT OF THE INVESTORS. THE COMPANY AND THE FOUNDERS AGREE THAT ANY AND ALL CERTIFICATES REPRESENTING ANY SHARES OR OTHER SECURITIES OF THE COMPANY HELD FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT SHALL BEAR A LEGEND REFERENCING THE RESTRICTIONS IMPOSED BY THIS AGREEMENT.

Put Option. In Buyer grants Seller the event option ("Put Option") to put and sell to Buyer for a Key Holder Transferor price of Seventeen Million and No/100 Dollars ($17,000,000.00) that certain real property commonly known as "the Greenhills Property" and described on EXHIBIT "D" attached hereto ("Greenhills Property"). Seller shall Transfer any Key Holder Shares in contravention exercise the Put Option, if at all, by delivering written notice of such exercise ("Option Exercise Notice") to Buyer on or before the first (1st) anniversary of the co-sale rights Close of Escrow. Within ten (10) business days following Buyer's receipt of the Preferred Holders Option Exercise, Buyer and Seller shall enter into a purchase agreement for the Greenhills Property ("GP Purchase Agreement") which purchase agreement shall be in form and substance identical to this Agreement except (i) the "Property" shall be the Greenhills property, (ii) the purchase price shall be as specified in this ▇▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) no additional put option shall be included, (iv) there shall be no Seller leaseback, and (v) the "Books and Records" to be delivered or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key Executive, made available to Buyer by Seller shall be as set forth 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 Exhibit "F" attached hereto. Notwithstanding anything to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled contrary herein, Buyer's obligation to transfer to purchase 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 Greenhills Property 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 Seller's 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 Put Option shall remain subject 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 contingencies 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 closing conditions set forth in this Section 4.2the GP Purchase Agreement including, without limitation, contingencies relating to Buyer's review 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 investigation of the Preferred Holders and Non-Transferring Key ExecutivesGreenhills Property. The provisions of this Paragraph 16 shall survive the Close of Escrow, but shall not survive any termination of this Agreement prior to the Close of Escrow.

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, the Purchasers shall have the right to sell to the Founder who made such Key Holder Transferor Prohibited Transfer, and, if such right is exercised, such Founder shall have the type and obligation to purchase from the Purchasers, a number of shares of Common Stock of the Common Shares Company (either directly or through delivery of convertible Preferred Stock) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive the Purchasers 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 Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Founder in such the Prohibited Transfer. The Key Holder Transferor Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive the Purchasers for any and all fees and expenses, including legal 2 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 Purchasers' rights under this Section 3.4 hereof2. (b) Within sixty (60) 20 days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Purchasers (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive the Purchasers shall, if exercising the put option created hereby, deliver to the Key Holder Transferor Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executiveeach of the Purchasers, 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(a2.2(a), in cash by certified check or by other means reasonably acceptable bank draft made payable to the Preferred Holder or Non-Transferring Key Executiveorder of the Purchasers, as applicablerespectively. (d) Notwithstanding the foregoingNOTWITHSTANDING 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 ExecutivesANY ATTEMPT TO TRANSFER SHARES OF THE COMPANY IN VIOLATION OF ARTICLE 1 HEREOF SHALL BE VOID AND THE COMPANY AGREES IT WILL NOT EFFECT SUCH A TRANSFER NOR WILL IT TREAT ANY ALLEGED TRANSFEREE AS THE HOLDER OF SUCH SHARES WITHOUT THE WRITTEN CONSENT OF THE PURCHASERS. THE COMPANY AND THE FOUNDERS AGREE THAT ANY AND ALL CERTIFICATES REPRESENTING ANY SHARES OR OTHER SECURITIES OF THE COMPANY HELD FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT SHALL BEAR A LEGEND REFERRING TO THE RESTRICTIONS IMPOSED BY THIS AGREEMENT.

Put Option. (a) In the event that a Key Holder Transferor shall Transfer Founder should sell any Key Holder Shares Founder 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 Founder 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 Holder Transferor Founder 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 Holder Transferor Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Founder in such Prohibited Transfer. The Key Holder Transferor Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Investors for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executive’s Investor'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 Holder Transferor Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ce) Such Key Holder Transferor Founder 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 4.2, 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 applicable.Investor (df) Notwithstanding the foregoing, any attempt by a Key Holder Transferor Founder to Transfer Key Holder Shares Founder Stock 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 Investors if a majority in interest of the Preferred Holders and Non-Transferring Key Executives Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesInvestors.

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, the Investor shall have the right to sell to the Founder, and, if such Key Holder Transferor right is exercised, the type and Founder shall have the obligation to purchase from the Investor, a number of shares of Common Stock of the Common Shares Company (either directly or through delivery of Co-Sale Securities) equal to the number of shares each Preferred Holder or Non-Transferring Key Executive the Investor 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 Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor the Founder in such the Prohibited Transfer. The Key Holder Transferor Founder shall also reimburse each Preferred Holder and Non-Transferring Key Executive the Investor for any and all reasonable 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 Investor's rights under this Section 3.4 hereof2. (b) Within sixty (60) In order to exercise the put option created under this Section 2, the Investor must, within 20 days after the later of the date on which a Preferred Holder or Non- Transferring Key Executive the Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become 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 Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executivethe Investor, pursuant to this Section 4.22.2(b), promptly pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a2.2(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 order 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 ExecutivesInvestor.

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 a Key Holder Transferor shall Transfer any Key Holder Shares Stock in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives Major Investors under Section 3.4 2.4 hereof (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key ExecutiveMajor Investor, 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 Stock equal to the number of shares each Preferred Holder or Non-Transferring Key Executive Major 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: (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 Major Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key ExecutiveMajor Investor’s rights under Section 3.4 2.4 hereof. (b) Within sixty ninety (6090) days after the date on which a Preferred Holder or Non- Transferring Key Executive Major Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Major 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 ExecutiveMajor 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(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableMajor Investor. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares Stock 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 Major Investors if a majority in interest of the Preferred Holders and Non-Transferring Key Executives Major Investors do not elect to exercise the put option set forth in this Section 4.2, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesMajor Investors.

Put Option. In the event of a Key Holder Transferor shall Prohibited Transfer, each Stockholder who failed to receive a Notice of Intended Transfer any Key Holder Shares in contravention accordance with Section 3.1.1 above, and each Stockholder who received a Notice of the Intended Transfer in accordance with Section 3.1.1 above, and gave notice as provided in Section 3.1.3(a) above of its election to exercise co-sale rights of the Preferred Holders or Non-Transferring Key Executives under pursuant to 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 hereunder3.2 above, shall have the right to sell to such Key Holder Transferor the type and number of shares of the Common Shares equal to Stockholder the number and type of shares each Preferred Holder or Non-Transferring Key Executive Equity Securities such Stockholder would have been entitled to transfer to the purchaser third-party transferee(s) under Section 3.4 3.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ai) The price per share at which the shares are to be sold to the Key Holder Transferor such Stockholder shall be equal to the price per share paid by the purchaser third-party transferee(s) to such Key Holder Transferor Stockholder in such the Prohibited Transfer. The Key Holder Transferor Such Stockholder 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 this Section 3.4 hereof3. (bii) Within sixty ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive Stockholder shall, if exercising the option created hereby, deliver to the Key Holder Transferor such Stockholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (ciii) Such Key Holder Transferor Stockholder shall, upon receipt of the certificate or certificates or other documentation for the shares Equity Securities to be sold by a Preferred Holder or Non-Transferring Key ExecutiveStockholder, pursuant to this Section 4.23.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in this Section 4.2(a)3.6, in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableStockholder. (div) Notwithstanding the foregoing, any attempt by a Key Holder Transferor Stockholder to Transfer Key Holder Shares transfer Equity Securities in violation of Section 2 3 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 transferee(s) as the holder of such shares without the written consent of a majority two-thirds in interest of the Preferred Holders and Non-Transferring Key ExecutivesStockholders.

Put Option. In Upon the event a Key Holder Transferor occurrence of an Event of Default ,the Non-Defaulting Party shall Transfer any Key Holder Shares have an option (“Put Option”) to sell to the Defaulting Party the Non-Defaulting Party’s entire equity interest in contravention the registered capital of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof JVC (a “Prohibited TransferPut Option Sold Equity”), each Preferred Holder and if the Non-Transferring Key ExecutiveDefaulting Party decides to exercise its option at its own discretion by providing written notice to the Defaulting Party, the Defaulting Party must agree to purchase the Put Option Sold Equity at a value determined pursuant to this Section 14.4.4, and shall cause its appointed Directors to vote 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 favor 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:sale. (a) The price per share at which If the shares are Non-Defaulting Party decides to be sold exercise its Put Option, it shall, by Written notice (the “Put Option Exercise Notice”), propose to the Key Holder Transferor shall be equal to Defaulting Party a price that in 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 Defaulting Party’s reasonable opinion is the exercise or the attempted exercise fair market value of the Preferred HolderPut Option Sold Equity (the “Put Option Purchase Price”). If the Defaulting Party does not agree or does not reply within ten (10) Business Days of the Put Option Exercise Notice or it is otherwise required by Applicable Laws to obtain an outside valuation of the fair market value of the Put Option Sold Equity, the Parties shall commence an outside process for determining the Put Option Purchase Price in accordance with Section 14.5, at the Defaulting Party’s or Non-Transferring Key Executive’s rights under Section 3.4 hereofexpense. (b) Within sixty (60) days after Upon receipt by the date on which a Preferred Holder or Non- Transferring Key Executive received notice Parties of the Prohibited Transfer or otherwise became aware of Purchase Price Certificate issued in accordance with Section 14.5, 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 Defaulting Party 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 bound to exercise the put option set forth in this Section 4.2sell, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as Defaulting Party shall be bound to purchase the holder of such shares without the written consent of a majority in interest Put Option Sold Equity at [*] percent ([*]%) of the Preferred Holders and Non-Transferring Key Executives.Valuation Price set out in the Purchase Price Certificate issued in accordance with Section 14.5. -27-

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. 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 Prohibited Transfer, each 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, Selling Stockholder shall have the right to sell to such Key Holder Transferor the type and Selling Stockholder the number of shares of the Common Shares Equity Securities equal to the number of shares Equity Securities each Preferred Holder or Non-Transferring Key Executive Selling Stockholder would have been entitled to transfer to the purchaser under Section 3.4 hereof had the Prohibited Transfer under Section 2 hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The the price per share at which the shares Equity Securities are to be sold to the Key Holder Transferor shall be equal to the t he price per share paid by the t he purchaser to such Key Holder Transferor in such t he Prohibited Transfer. The Key Holder Transferor Selling Stockholder shall also reimburse each Preferred Holder and Non-Transferring Key Executive Selling 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 t he Non-Transferring Key Executive’s Selling Stockholder'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 the Non-Selling Stockholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or each Non-Transferring Key Executive Selling Stockholder shall, if exercising the option created hereby, deliver to the Key Holder Transferor Selling Stockholder the certificate or certificates representing the shares Equity Securities to be sold, each certificate to be properly endorsed for transfer.; (c) Such Key Holder Transferor the Selling Stockholder shall, upon receipt of the certificate or certificates for the shares Equity Securities to be sold by a Preferred Holder or Non-Transferring Key ExecutiveSelling Stockholder, 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.Selling Stockholder; and (d) Notwithstanding the notwithstanding t he foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares Selling Stockholder t o transfer Equity Securities 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 Equity Securities without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesSelling Stockholders.

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, The MSO shall have the right option (the "Put Option") to sell to such Key Holder Transferor require the type and number of shares New PC, upon termination of the Common Shares equal to Management Services Agreement by the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser MSO under Section 3.4 hereof had 10.2 thereof or upon expiration of the Prohibited Transfer been effected pursuant to and in compliance with Term of the terms hereof. Such sale shall be made on the following terms and conditionsManagement Services Agreement, to: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Key Holder Transferor shall be equal to performance of its obligations under 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 Management Services Agreement and all fees and expensesother assets, including legal fees inventory and expensessupplies and intangibles, incurred in connection with set forth on the exercise or balance sheet as at the attempted exercise end of the Preferred Holder’s month immediately preceding the date of such termination or Non-Transferring Key Executive’s rights under Section 3.4 hereof.expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within sixty (60) days after Purchase, by obtaining an assignment from the date on which a Preferred Holder or Non- Transferring Key Executive received notice MSO, at book value, the right to receive payments for breach of the Prohibited Transfer or otherwise became aware restrictive covenants provided for in Section 3.7 of the Prohibited TransferManagement Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth contemplated thereunder, such Preferred Holder and any goodwill ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ble assets set forth on the Balance Sheet, reflecting amortization or Non-Transferring Key Executive shalldepreciation of the restrictive covenants, 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.and any goodwill and other intangible assets; and (c) Such Key Holder Transferor shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Schneekluth at least twenty (20) calendar days prior to the date ▇▇▇▇▇▇▇▇▇ ▇▇ such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by a Preferred Holder or Non-Transferring Key Executive, pursuant to an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 4.22 (collectively, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a"Put Price"), 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 Notwithstanding Section 1.5 hereof, 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 the other remedies as may be available at law, in equity or hereunder, Investor shall have the right to sell to such Key Holder Transferor the Violating Investor the type and number of shares of the Common Subject Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive such Investor would have been entitled to transfer sell to the purchaser Violating Investor or transferee under Section 3.4 1.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such This sale shall be made on the following terms and conditions: (a) The price per share at which the shares Subject Shares are to be sold to the Key Holder Transferor Violating Investor shall be equal to the price per share (on an as-converted basis) paid by the purchaser transferee to such Key Holder Transferor the Violating Investor in such the Prohibited Transfer. The Key Holder Transferor Violating Investor shall also reimburse each Preferred Holder and Non-Transferring Key Executive the Investors 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 Investors' rights under Section 3.4 hereof1. (b) Within sixty ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive received the Investors: (i) receive notice of the Prohibited Transfer Transfer; or (ii) otherwise became become aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shallthe Investors, if exercising the option created hereby, shall deliver to the Key Holder Transferor Violating Investor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor The Violating Investor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, the Investors pursuant to this Section 4.21.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a1.6(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableother 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 (a) At any time after March 1, 2006 and prior to 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”)Option Termination Date, each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Purchaser shall have the right for any reason whatsoever (including, without limitation, due diligence with respect to sell to such Key Holder Transferor the type and number of shares EMG or Seller’s ownership of the Common Shares) to require Seller to repurchase (the “Put”) all or any of the Initial Shares equal for the Put Price by delivering written notice of its exercise of such right to Seller (the number “Put Notice”). For purposes of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to determining the purchaser under Section 3.4 hereof had Put Price, the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale determination date shall be made the date on the following terms and conditions: (a) The price per share at which the shares Put Closing occurs. Notwithstanding the foregoing, Purchaser may exercise the Put prior to March 1, 2006, if any representation or warranties of Seller herein are determined by Purchaser in its reasonable opinion not 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 complete, accurate, and correct 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 hereofrespects. (b) Within sixty Seller will be obligated to purchase all of the Initial Shares requested to be repurchased in the Put Notice, at a mutually agreeable time and place which will in no event be later than forty-five (6045) 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 Put Notice (the Prohibited Transfer“Put Closing”). At the Put Closing, such Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, Purchaser shall deliver to Seller such documentation reasonably requested by Seller and required to transfer to Seller Purchaser’s interest in the Key Holder Transferor the certificate or certificates representing the shares Initial Shares being repurchased by Seller, free and clear of any Liens attributable to be soldPurchaser, each certificate and Seller shall deliver 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 Purchaser an amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means reasonably acceptable equal to the Preferred Holder or Non-Transferring Key Executive, as applicablequotient of (x) the Put Price divided by (y) the number of shares being repurchased by Seller. (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 the 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 the Shareholder engaging in such Key Holder Transferor the type and Prohibited Transfer that number of shares of the Common Shares or Convertible Securities owned by the Holder equal to the number of shares each Preferred the Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Section 3.4 hereof had purchase offeror 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 such Common Shares or Convertible Securities are to be sold to the Key Holder Transferor Shareholder shall be equal or equivalent to the price per share paid by the purchaser purchase offeror to such Key Holder Transferor the Shareholder in such the Prohibited Transfer. The Key Holder Transferor Shareholder shall also reimburse each Preferred the Holder and Non-Transferring Key Executive for any and all reasonable 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 's rights under this Section 3.4 hereof3. (b) Within sixty thirty (6030) days after the earlier of the date on which the Holder (i) receives Notice from a Preferred Holder or Non- Transferring Key Executive received notice Shareholder of the Prohibited Transfer or otherwise became aware of the a Prohibited Transfer, such Preferred or (ii) otherwise becomes aware of a Prohibited Transfer, the Holder or Non-Transferring Key Executive shall, if exercising the put option created hereby, deliver to the Key Holder Transferor such Shareholder the certificate or certificates representing the shares Common Shares or Convertible Securities to be soldsold hereunder, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor Shareholder shall, upon receipt of the certificate or certificates for the shares Common Shares or Convertible Securities to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.23.2, free and clear of all adverse claims, 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 or by other means reasonably acceptable cashier's check made payable to the Preferred Holder or Non-Transferring Key Executive, as applicableorder of the Holder. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares shares of the Company in violation of Section 2 hereof the terms of this Agreement 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 Transfer nor will it treat any alleged transferee as the holder of such shares Securities without the written consent of a majority in interest of the Preferred Holders and Non-Transferring Key ExecutivesHolder.

Put Option. In a. Expedia hereby grants to Sabre, an exclusive, irrevocable right, exercisable by Sabre at any time during a Put Window (except for any time during a Put Suspension Period), in the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention sole discretion of Sabre, to require Expedia (or an Affiliate of Expedia designated by Expedia), pursuant to and subject to the terms of the co-sale rights Definitive Documents and subject to Section 3.b of this Agreement, to acquire all right, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances which shall be Excluded Liabilities), except that with respect to any Acquired Assets that are Shared Assets, the parties will agree upon how to continue shared use of such Shared Assets between Expedia and the Travelocity Parties (which may involve transition services, the separation or shared ownership, or the grant of a license from one party to the other), from the Travelocity Parties at an aggregate purchase price equal to the Travelocity Put Purchase Price in effect as of the Preferred Holders date of such exercise, subject to the terms and conditions set forth in this Agreement (the “Put Option”). At the time of negotiating the Definitive Documents, the Parties will negotiate in good faith to determine which Assets of the Travelocity Parties will be added on Schedule 1(a) pursuant to the terms of Section 5 of this Agreement, as well as the allocation of the Acquired Assets as Shared Assets and Acquired Assets, except that in no event shall such Assets include assets of or Non-Transferring Key Executives under Section 3.4 hereof interests in la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC or any of its direct or indirect subsidiaries (assuming such assets of la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC or any of its direct or indirect subsidiaries do not include material Acquired Assets). The Travelocity Parties will not share any Assets for the purpose of circumventing the terms of this Agreement by making such Assets “Shared Assets.” b. The Put Option may be exercised by Sabre by giving written notice (a “Prohibited TransferPut Notice”) to Expedia at any time during the Put Window (except for any time CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. during a Put Suspension Period). For avoidance of doubt, if any Put Notice is delivered and is later determined to have been delivered during a Put Suspension Period, or to not have been delivered during a Put Window, such Put Notice shall be deemed void and of no further force or effect; provided, however, that any dispute regarding such determination shall be resolved in accordance with the Dispute Resolution Procedures. c. Following the delivery of any Put Notice, until the consummation of the Asset Sale required by such Put Notice (the “Put Exclusivity Period”), each Preferred Holder and Non-Transferring Key Executiveno Travelocity Party shall engage in any of the Prohibited Actions. d. Notwithstanding anything to the contrary in this Agreement or the TSM Agreement, in addition no event shall the Travelocity Parties be required 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 consummate a sale of the Common Shares equal Acquired Assets pursuant to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer Put Option at any time prior to the purchaser under Section 3.4 hereof had date that, (i) during the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made period commencing on the Effective Date and ending on the first anniversary thereof, is one hundred twenty (120) days and (ii) following terms and conditions: (a) The price per share at which the shares are to be sold to first anniversary until the Key Holder Transferor shall be equal to earlier of 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 expiration or the attempted exercise termination of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof. (b) Within this Agreement, is 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)days, in cash or each case, after delivery 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 Sabre 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 ExecutivesPut Notice.

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 a Key Holder Transferor shall Transfer any Key Holder Shares in contravention that the Employee is terminated without cause, resigns as an employee of the co-sale rights Employer, is terminated by the Employer as a result of mental or physical incapacity, illness or disability as provided in Paragraph 12(a) or dies, then the Employer shall grant the Employee or his estate, as the case may be, an option (the "Put Option") to sell all or any portion of the Preferred Holders shares of stock, shares of vested restricted stock and vested stock options owned by the Employee to the Employer in accordance with the provisions of this Paragraph. The Employee or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”)his estate, each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as the case may be available at law, in equity or hereunderbe, shall have the right to sell exercise the Put Option by giving written notice to such Key Holder Transferor the type and Employer within 180 days after the Employee ceases being employed by the Employer specifying the number of shares of stock, vested restricted stock and vested stock options being tendered. The Employer shall, within 20 business days after receiving the Common Shares notice of exercise, purchase each tendered share of stock at a price per share (the "Per Share Purchase Price") equal to (i) if the Employer's stock is listed and traded on a securities exchange, the price per share equal to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to average closing price over the purchaser under Section 3.4 hereof had 15 trading days preceding the Prohibited Transfer been effected date the stock is tendered pursuant to this provision, (ii) if the Employer's stock is not listed and in compliance with traded on a securities exchange, 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 of a third-party, arms' length sale of stock of the Employer, in similar quantities, during the six-month period immediately preceding the tender, or (iii) if the price cannot be determined pursuant to (i) or (ii) above, the fair market value as determined by an appraiser mutually acceptable to the parties. If the parties are unable to agree upon a mutually acceptable appraiser within ten days after notice is given of the proposed tender, the matter shall be submitted to binding arbitration by the purchaser American Arbitration Association who shall appoint one arbitrator pursuant to such Key Holder Transferor in such Prohibited Transferthe Rules of Commercial Arbitration within seven days after submission and said arbitrator shall determine the fair market value of the tendered shares by utilizing a nationally recognized, reputable investment banking firm. 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 determination of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof. (b) Within sixty (60) fair market value must be completed within 30 days after the date on which a Preferred Holder or Non- Transferring Key Executive received appointment of an arbitrator and the arbitrator's findings shall be final. The proceedings shall take place in Miami, Florida in the English language and each party shall pay one-half the cost of the proceedings and the appraisal. In addition, the Employer shall, within 20 business days after receiving the notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transferexercise, such Preferred Holder or Non-Transferring Key Executive shallpurchase each tendered, if exercising the vested stock option created hereby, deliver at a price equal to the Key Holder Transferor Per Share Purchase Price less the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed exercise price for transfersuch tendered stock option. (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 (a) Except as set forth in Section 1.2(b), at any time after the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention third anniversary of the co-sale rights Closing Date and prior to the fourth anniversary of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”)Closing Date, each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, the Selling Stockholders shall have the right (the "Put Option") to sell compel the Purchaser and/or Sterling to such Key Holder Transferor purchase the type and number of 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 equal to until the number of Put Elected Shares exceeds 50% of those 114,000 shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to of Sterling Common Stock owned by all of the purchaser under Section 3.4 hereof had Selling Stockholders immediately following the Prohibited Transfer been effected pursuant to and Closing (the "Put Threshold Share -2- 11 Amount"), in compliance with which event the terms hereof. Such sale Purchaser shall be made on the following terms and conditions: (a) The price per share at which required to purchase all of the shares are to be sold to the Key Holder Transferor shall be equal to the price per share paid of Sterling Common Stock held 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 hereofSelling Stockholders at such time (the "Put Shares") at the Exercise Price. (b) Within sixty Notwithstanding Section 1.2(a), the Selling Stockholders shall be entitled to immediately exercise the Put Option at any time prior to the fourth anniversary of the Closing Date in the event that (60i) days the Purchaser enters into a binding agreement to sell its entire interest in Sterling or its stock in SCPI (as defined in Section 1.7 hereof), whether pursuant to a stock sale, merger, consolidation or sale of all or substantially all of the assets of Sterling other than to an "affiliate" (within the meaning of Rule 12b-2 under 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 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, (iii) there is a binding agreement for the sale, lease or transfer, directly or indirectly, of all or substantially all of the assets of the Purchaser to any "Person" or "group" (within the meaning of Sections 13(d)(3) 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), (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 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 the Purchaser's Board of Directors or by 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 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 vote in the election of directors of the Purchaser, 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 date on which a Preferred Holder consolidation 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) merger. Notwithstanding the foregoing, any attempt by it is agreed and understood that a Key Holder Transferor sale of assets of SCPI shall not be deemed to Transfer Key Holder Shares result in violation a Change 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 ExecutivesControl.

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 Prohibited Transfer, each 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, selling Shareholder shall have the right to sell Transfer to such Key Holder Transferor the type and Selling Shareholder the number of shares of the Common Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive selling Shareholder would have been entitled to transfer Transfer to the purchaser under Section 3.4 hereof transferee had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale Transfer shall be made on the following terms and conditions: (a) The price per share at which the shares Shares are to be sold to the Key Holder Transferor Transferred shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such the Prohibited Transfer. , provided, that if the price per share paid by the purchaser was not determined in an arms length transaction or no consideration was paid for the Shares Transferred in the Prohibited Transfer, the price per share to be paid by the Selling Shareholder for the Shares shall be the fair market value of the Shares as determined by the Board of Directors of the Company or, if the Board of Directors cannot agree, as determined by an independent business valuation firm engaged by the Company to determine such fair market value. (b) The Key Holder Transferor Selling Shareholder shall also reimburse each Preferred Holder and Non-Transferring Key Executive selling Shareholder and the Company 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 Executiveselling Shareholder’s rights under Section 3.4 hereofARTICLE II, within five (5) days after receipt of a written demand for reimbursement, in cash or by other means acceptable to the Non-selling Shareholder or the Company as the case may be. (bc) Within sixty ninety (6090) days after the date later of the dates on which a Preferred Holder or Non- Transferring Key Executive the Non-selling Shareholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, such Preferred Holder or each Non-Transferring Key Executive selling Shareholder shall, if exercising the option created hereby, deliver to the Key Holder Transferor Selling Shareholder the certificate or certificates representing the shares Shares to be soldTransferred, each certificate to be properly endorsed for transfer. (cd) Such Key Holder Transferor The Selling Shareholder shall, upon within five (5) days after receipt of the certificate or certificates for the shares Shares to be sold Transferred by a Preferred Holder or Non-Transferring Key Executiveselling Shareholder, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, 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 applicableselling Shareholder. (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 Without prejudice to the other provisions hereof, after the Drag-Along Persons have approved the Drag-Along Transaction, in the event a Key Holder Transferor shall Transfer that any Key Holder Shares in contravention shareholder of the co-sale rights Company (the “Dissenting Member”) refuses to vote in favor of the Preferred Holders Drag- Along Transaction or Nonparticipate in the Drag-Transferring Key Executives under Along Transaction in violation of Section 3.4 hereof (a “Prohibited Transfer”)3.1, each Preferred Holder Drag-Along Person and Noneach other shareholder who votes for and agrees to participate in the Drag-Transferring Key ExecutiveAlong Transaction (the “Consenting Member”) shall have the right, in addition to such any other remedies as may be available at law, in equity or hereunder, shall have the right to sell seek an injunction, specific performance or other equity relief to such Key Holder Transferor prevent breaches of, and/or enforce Section 3.1, to require the type and number of shares Dissenting Member to purchase in cash up to all of the Common Shares held by such Consenting Member at a price per Share equal to the number of shares each Preferred Holder or Non-Transferring Key Executive amount that such Consenting Member would have received in respect of a Share had the Company been entitled to transfer sold for cash in the Drag-Along Transaction and the full proceeds therefrom available for distribution to the purchaser under Section 3.4 hereof had members of 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 Company were distributed 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 Transfermembers. The Key Holder Transferor Dissenting Member shall also reimburse each Preferred Holder and Non-Transferring Key Executive such Consenting Member for any and all reasonable 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 such rights of such Consenting Member under this Section 3.4 hereof. 3.2. Within fifteen (b) Within sixty (6015) days after a Consenting Member delivers a notice to 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 Dissenting Member exercising the option created hereby, such Consenting Member shall deliver to the Key Holder Transferor Dissenting Member the certificate or certificates representing the shares Shares to be sold, each certificate to be sold under this Section 3.2 by such Consenting Member properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt of if certificated, and 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, Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as specified in provided for under this Section 4.2(a)3.2, in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicablesuch Consenting Member. (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 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, The MSO shall have the right option (the "Put Option") to sell to such Key Holder Transferor require the type and number of shares New PC, upon termination of the Common Shares equal to Management Services Agreement by the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser MSO under Section 3.4 hereof had 10.2 thereof or upon expiration of the Prohibited Transfer been effected pursuant to and in compliance with Term of the terms hereof. Such sale shall be made on the following terms and conditionsManagement Services Agreement, to: (a) The price per share Purchase from the MSO at which book value all of the shares are to be sold leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the Key Holder Transferor shall be equal to performance of its obligations under 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 Management Services Agreement and all fees and expensesother assets, including legal fees inventory and expensessupplies and intangibles, incurred in connection with set forth on the exercise or balance sheet as at the attempted exercise end of the Preferred Holder’s month immediately preceding the date of such termination or Non-Transferring Key Executive’s rights under Section 3.4 hereof.expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Within sixty (60) days after Purchase, by obtaining an assignment from the date on which a Preferred Holder or Non- Transferring Key Executive received notice MSO, at book value, the right to receive payments for breach of the Prohibited Transfer or otherwise became aware restrictive covenants provided for in Section 3.7 of the Prohibited TransferManagement Services Agreement and in the applicable Employment Agreement with Dr. Feldman contemplated thereunder, such Preferred Holder and any goodwill and ot▇▇▇ ▇▇▇▇▇▇ible assets set forth on the Balance Sheet, reflecting amortization or Non-Transferring Key Executive shalldepreciation of the restrictive covenants, 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.and any goodwill and other intangible assets; and (c) Such Key Holder Transferor shallAssume all debt and all contracts, upon receipt payables and leases which are obligations of the certificate MSO and which relate solely to the performance of its obligations under the Management Services Agreement or certificates the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Feldman at least twenty (20) calendar days prior to the date ▇▇▇▇▇▇▇▇▇ in such notice as the date for the shares to closing of the Put Option. Any exercise of the Put Option by the MSO shall be sold made by a Preferred Holder or Non-Transferring Key Executive, pursuant to an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 4.22 (collectively, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a"Put Price"), 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 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 a Series A Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, Series B Holder shall have the right (but shall not be obligated) to sell to such Key Holder Transferor the type and Founder who made the prohibited transfer a number of shares of Common Stock of the Common Shares Company (either directly or through conversion of Series A Preferred Stock and Series B Preferred Stock) equal to the number of shares each Preferred the Series A Holder or Non-Transferring Key Executive and Series B Holder would have been entitled to transfer to the proposed purchaser under Section 3.4 hereof had in the Prohibited Transfer been effected pursuant to this Section 4 assuming the Series A Holder and in compliance with the terms hereofSeries B Holder elected to exercise its co-sale rights under Section 4.1 to their fullest extent. Such sale shall be made on the following terms and conditions: (a) 4.5.1 The price per share at which the shares are to be sold to the Key Holder Transferor any such Founder shall be equal to the price per share paid by the purchaser to such Key Holder Transferor Founder in such the Prohibited Transfer. The Key Holder Transferor Such Founder shall also reimburse each Preferred the Series A Holder and Non-Transferring Key Executive Series B Holder for any and all reasonable fees and expenses, including legal attorneys' fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Preferred Series A Holder’s or Non-Transferring Key Executive’s 's and Series B Holder's rights under this Section 3.4 hereof4.5. 4.5.2 Within ninety (b) Within sixty (6090) days after the date later of the dates on which a Preferred the Series A Holder or Non- Transferring Key Executive and/or Series B Holder (i) received notice from such Founder of the Prohibited Transfer or (ii) otherwise became aware have actual knowledge of the Prohibited Transfer, such Preferred the Series A Holder or Non-Transferring Key Executive and/or Series B Holder shall, if exercising the put option created hereby, deliver to the Key Holder Transferor such Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.. The failure of the Series A Holder and/or Series B Holder to exercise the put option in such ninety (90) day period shall constitute a waiver of the Series A Holder's and/or Series B Holder's right under this Section 4.5 (c) 4.5.3 Such Key Holder Transferor Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred the Series A Holder or Non-Transferring Key Executiveand/or Series B Holder, pursuant to this Section 4.24.5.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpenses reimbursable under Section 4.5.1, 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 order 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 ExecutivesSeries A Holder and/or Series B Holder.

Put Option. In the event of a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of Prohibited Transfer, 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, Participating Investors shall have the right option to sell to such Key Holder Transferor the type and Proposed Seller a number of shares of Common Stock of the Common Shares Company (either directly or through conversion and delivery of Series A Preferred Stock) equal to the number of shares each Preferred Holder or that the Non-Transferring Key Executive Participating Investors would have been entitled to transfer to the purchaser under Section 3.4 hereof sell had the such Prohibited Transfer been effected pursuant to and in compliance accordance with the terms Section 1.3 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 Proposed Seller shall be equal to the price per share paid to the Proposed Seller by the third party purchaser to such Key Holder Transferor in such Prohibited Transferor purchasers of the Proposed Seller's Stock. The Key Holder Transferor Proposed Seller shall also reimburse each Preferred Holder and the Non-Transferring Key Executive Participating Investors exercising the put option for any and all fees and expenses, including reasonable out-of-pocket legal fees and expenses, 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 this Section 3.4 hereof3. (b) Within sixty The Non-Participating Investors shall deliver to the Proposed Seller, within thirty (6030) days after the date on which a Preferred Holder or Non- Transferring Key Executive they have received notice of from the Prohibited Transfer Proposed Seller or otherwise became become 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 transfertransfer (or accompanied by duly executed stock powers). (c) Such Key Holder Transferor The Proposed Seller 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 4.2repurchased shares, pay the aggregate purchase price therefor provided for in this Article 3, by delivery of consideration in the same form such Proposed Seller received for the Stock sold in the Prohibited Transfer and shall reimburse the amount of reimbursable Non-Participating Investors for any additional expenses, including legal fees and expenses, as specified incurred in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicableeffecting such purchase and resale. (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, 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