Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer to the third-party transferee under Section 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. (a) The price per share at which the shares are to be sold to the Transferor shall be equal to the price per share paid by the third-party transferee to the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2. (b) Within ninety (90) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing shares to be sold under this Section 2.6 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Investor the Purchaser shall have the right right, and one available remedy for such breach shall be, to sell to Leeds, and Leeds shall have the Transferor obligation to purchase from the type and Purchaser, a number of Equity Securities shares of Common Stock equal to the number of Equity Securities such Investor shares the Purchaser would have been entitled to transfer sell to the third-party transferee under Section 2.3 hereof had purchaser 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 Transferor Leeds shall be equal to the price per share sum of (i) the Share Price paid by the third-party transferee purchaser to the Transferor Leeds Affiliate in the Prohibited Transfer. The Transferor shall also reimburse each Investor Transfer and (ii) simple interest on the Share Price, computed at a rate equal to eighteen percent (18%) per annum, pro rated for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant the period of time between the payment in full of the purchase price with respect to the exercise or put option described herein by Leeds and receipt by the attempted exercise Leeds Affiliate of such Investor’s rights under Section 2any proceeds from the Prohibited Transfer giving rise to the put option. (b) Within ninety (90) 90 days after the later of the dates on which an Investor the Purchaser (xi) received notice from Leeds of the Prohibited Transfer or (yii) otherwise becomes aware of the Prohibited Transfer, such Investor the Purchaser shall, if exercising the put option created hereby, deliver to the Transferor an instrument of transfer and either Leeds the certificate or certificates representing the Purchaser's Common Stock shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor Transfer. (c) Leeds shall, upon concurrently with its receipt of the foregoingcertificate or certificates for the shares to be sold by the Purchaser pursuant to Section 2.2(b), pay and deliver to the Purchaser in cash the aggregate purchase price therefor and the amount of reimbursable fees and expensesas specified in Section 2.2(a), in cash by certified check or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, bank draft made payable to the Transferor and the Investor reflecting the new securities held by them giving effect to such transferorder of Purchaser.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and all or a portion of the number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer to the third-party transferee prospective purchaser under Section 2.3 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 Transferor shall be equal to the price per share Offered Share that would have been paid by the third-party transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2Sections 8 through 12. (bii) Within ninety sixty (9060) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing shares Equity Securities to be sold under this Section 2.6 13 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor shall, immediately upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will 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 the such Investor reflecting the new securities Equity Securities held by them following giving effect to such transfer.

Put Option. (a) In the event that a Stockholder should sell any Shares in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each 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 Stockholder 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 the Transferor such Stockholder the type and number of Equity Securities shares of capital stock equal to the number of Equity Securities such shares each Investor would have been entitled to transfer to the third-party transferee purchaser under Section 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 Transferor Stockholder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor such Stockholder in the such Prohibited Transfer. The Transferor Stockholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of such the Investor’s rights under Section 22.3. (bii) Within ninety (90) days after the later of the dates date on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either Stockholder the certificate or certificates representing the shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor . (iii) Such Stockholder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by an Investor pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by wire transfer of immediately available funds or by other means acceptable to such the Investor. 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, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event any Ordinary Shareholder should directly or indirectly sell, assign, transfer, hypothecate, pledge, mortgage, encumber or otherwise dispose of any interest in Ordinary Shares in contravention of the transfer restrictions in Section 4 (a “Prohibited Transfer”), the Investors shall have the put option provided below, and such Ordinary Shareholder shall be bound by the applicable provisions of such option. (i) In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor Ordinary Shareholder the type and number of Equity Securities Ordinary Shares equal to the number of Equity Securities Ordinary Shares such Investor would have been entitled to transfer to the third-party transferee under Section 2.3 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 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 third-party transferee to the Transferor Ordinary Shareholder in the Prohibited Transfer. The Transferor Ordinary Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, reasonably and properly incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 24. (biii) Within ninety (90) days after the later of the dates on which an the Investor (x1) received notice of the Prohibited Transfer or (y2) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either Ordinary Shareholder the certificate or certificates Transfer Documents representing shares to be sold under this Section 2.6 4.6 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. . (iv) The Transferor Ordinary Shareholder shall, upon receipt of the foregoingTransfer Documents relating to the shares to be sold by a Investor, pursuant to this Section 4.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 4.6(b)(i), in cash or by wire transfer of immediately available funds or by other means acceptable to such the Investor. 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, to the Transferor Ordinary Shareholder and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited TransferTransfer by a Principal Shareholder, each Investor a Holder shall have the right (but shall not be obligated) to sell sell, to the Transferor Principal Shareholder who made the type and Prohibited Transfer, a number of Equity Securities Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Equity Securities such Investor Shares that the Holder would have been entitled to transfer to the third-party transferee under Section 2.3 hereof had proposed purchaser 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 Transferor any such Principal Shareholder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor such Principal Shareholder in the Prohibited Transfer. The Transferor Such Principal Shareholder shall also reimburse each Investor the Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred pursuant to the exercise or the attempted any exercise of such Investorthe Holder’s rights under this Section 215.6. (b) 15.6.2 Within ninety (90) 90 days after the later earlier of the dates on which an Investor the Holder (xi) received notice of the Prohibited Transfer or (y) otherwise becomes aware from such Principal Shareholder of the Prohibited Transfer, such Investor or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to the Transferor an instrument of transfer and either such Principal Shareholder the certificate or certificates representing shares Shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor 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. 15.6.3 Such Principal Shareholder shall, upon receipt of the foregoingcertificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpenses reimbursable under Section 15.6.1, in cash by check or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, made payable to the Transferor and order of the Investor reflecting the new securities held by them giving effect to such transferHolder.

Put Option. In the event of If a Prohibited TransferTransfer occurs, in respect of Section 9.1(i), each Investor Co-Sale Holder, and in respect of Section 9.1(ii), such effected or relevant Co-Sale Holder, shall have the right to sell to the Transferor Transfer or the type and number of Equity Securities equal to the number of Equity Securities Shares such Investor Co-Sale Holder would have been entitled to transfer Transfer to the thirdProspective Purchaser pursuant to its Rights of Co-party transferee under Section 2.3 hereof had Sale but for the Prohibited Transfer been effected pursuant (such Shares, the “Put Shares”). The foregoing sale to and in compliance with the terms hereof. Such sale Transferor shall be made on the following terms and conditions.: (ai) The the price per share at which the shares are to be sold to the Transferor of each Put Share shall be equal to the price per share paid by specified in the third-party transferee to Transfer Notice; provided that the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for such Co-Sale Holder any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s the Rights of Co-Sale and the rights under this Section 2.9; and (bii) Within within ninety (90) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of following the Prohibited Transfer, such Investor shall, if exercising the Co-Sale Holder who has elected to exercise its put option created hereby, under this Section 9 shall deliver to the such Transferor an instrument of transfer and either the certificate one or more certificates representing shares the Shares to be sold under this Section 2.6 by such Investor9, each certificate to be properly endorsed for transfer, or an affidavit of lost certificatecertificate representing the same. The Such Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price therefor for the Put Shares set forth hereunder and the amount of reimbursable fees and expensesexpenses (if any), in cash or by wire transfer of immediately available funds or by any other means acceptable to such InvestorCo-Sale Holder. The Company will 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 such Transferor and such Co-Sale Holder representing the Investor reflecting the new securities Shares held by each of them giving effect to the sale of the Put Shares to such transferTransferor contemplated in this Section 9.1.

Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer"), each 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 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 the Transferor such Founder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities such shares each Investor would have been entitled to transfer to the third-party transferee purchaser under Section 2.3 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 Transferor Founder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor such Founder in the such Prohibited Transfer. The Transferor Founder shall also reimburse each Investor Investors for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of such the Investor’s 's rights under Section 22.4. (bd) Within ninety (90) days after the later of the dates date on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either Founder the certificate or certificates representing the shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor . (e) Such Founder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(c), in cash or by wire transfer of immediately available funds or by other means acceptable to such the Investor. The Company will concurrently therewith record such transfer on its books and update its register (f) Notwithstanding the foregoing, any attempt by a Founder to Transfer Founder Stock in violation of members and will promptly thereafter and Section 2 hereof shall be voidable at the option of a majority in any event within five (5) days reissue certificatesinterest of the Investors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.2, as applicable, to the Transferor and the Investor reflecting Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the new securities held by them giving effect to holder of such transfershares without the written consent of a majority in interest of the Investors.

Put Option. In Notwithstanding Section 1.5 hereof, in the event of a ---------- Prohibited Transfer, each the other Investor shall have the right to sell to the Transferor Violating Investor the type and number of Equity Securities shares of Subject Shares equal to the number of Equity Securities shares such Investor would have been entitled to transfer sell to the third-party Violating Investor or transferee under Section 2.3 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 Transferor Violating Investor shall be equal to the price per share (on an as-converted basis) paid by the third-party transferee to the Transferor Violating Investor in the Prohibited Transfer. The Transferor Violating Investor shall also reimburse each Investor the Investors for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s the Investors' rights under Section 21. (b) Within ninety (90) days after the later of the dates on which an Investor the Investors: (xi) received receive notice of the Prohibited Transfer Transfer; or (yii) otherwise becomes become aware of the Prohibited Transfer, such Investor shallthe Investors, if exercising the option created hereby, shall deliver to the Transferor an instrument of transfer and either Violating Investor the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. . (c) The Transferor Violating Investor shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by the Investors pursuant to this Section 1.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 1.6(a), in cash or by wire transfer of immediately available funds or by other means acceptable to such the other Investor. 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, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor Founder who effected the type and Prohibited Transfer, and, if such right is exercised, the Founder shall have the obligation to purchase from each Investor, a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of convertible Series A Preferred Stock) equal to the number of Equity Securities such shares each Investor would have been entitled to transfer to the third-party transferee under Section 2.3 hereof had purchaser 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 Transferor Founder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor Founder in the Prohibited Transfer. The Transferor Founder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of such the Investor’s 's rights under this Section 2. (b) Within ninety (90) In order to exercise the put option created under this Section 2, an Investor must, within 20 days after the later of the dates date on which an the Investor (xi) received notice from the Founder of the Prohibited Transfer or (yii) otherwise becomes become aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either Founder the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. . (c) The Transferor Founder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by an Investor, pursuant to Section 2.2(b), immediately pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in cash Section 2.2(a), by certified check or by wire transfer bank draft made payable to the order of immediately available funds or by other means acceptable to such Investor. 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, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Investor the Investors shall have the right to sell to the selling Transferor the type and or Transferors a number of Equity Securities shares of Common Stock (either directly or through delivery of Preferred Stock) equal to the number of Equity Securities such Investor shares the Investors would have been entitled to transfer to the third-party transferee under Section 2.3 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 selling Transferor or Transferors shall be equal to the price per share paid and terms agreed to by the third-party transferee purchaser to the selling Transferor or Transferors in the Prohibited Transfer. The selling Transferor or Transferors shall also reimburse each Investor the Investors for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s the Investors' rights under Section this Article 2. (b) Within ninety (90) 90 days after the later of the dates on which an Investor the Investors (xi) received notice from a Transferor of the Prohibited Transfer or (yii) otherwise becomes became aware of the Prohibited Transfer, such Investor the Investors shall, if exercising the put option created hereby, deliver to the selling Transferor an instrument of transfer and either or Transferors the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, . (c) The selling Transferor or an affidavit of lost certificate. The Transferor Transferors shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by the Investor, pursuant to Section 2.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in cash Section 2.2(a), by certified check or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, bank draft made payable to the Transferor order of the Investors. (d) Notwithstanding the foregoing, any attempt to transfer shares of the Company in violation of Article 1 hereof, shall be void and the Investor reflecting Company agrees it will not effect such a transfer nor will it treat any purported transferee as the new securities held by them giving effect to holder of such transfershares without the written consent of the Investors.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and Violating Stockholders a number of Equity Securities shares of Stock (either directly or through delivery of any class of convertible preferred stock) equal to the number of Equity Securities such shares each Investor would have been entitled to transfer to the third-party transferee under Section 2.3 hereof had purchaser 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 Transferor Violating Stockholders shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor Violating Stockholders in the Prohibited Transfer. The Transferor Violating Stockholders shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2this Agreement. (b) Within ninety (90) days after the later of the dates on which an Investor the Investors (xi) received notice from the Violating Stockholders of the Prohibited Transfer Transfer, or (yii) otherwise becomes become aware of the Prohibited Transfer, such each Investor shall, if exercising the put option created hereby, deliver to the Transferor an instrument of transfer and either Violating Stockholders the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. . (c) The Transferor Violating Stockholders shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by an Investor, pursuant to this Section 2.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in cash Section 2.2(a), by certified check or by wire transfer bank draft made payable to the order of immediately available funds or by other means acceptable to such Investor. The . (d) Notwithstanding the foregoing, any attempt to transfer shares of the Company will concurrently therewith record such transfer on its books and update its register in violation of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Transferor Article I hereof shall be void and the Investor reflecting Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the new securities held by them giving effect to holder of such transfershares without the written consent of the Investors.

Put Option. In the event of a Prohibited Transfer, each Investor Stockholder shall have the right to sell to the Transferor the type and Breaching Founder a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of convertible Series B Preferred Stock) equal to the number of Equity Securities such Investor shares each Stockholder would have been entitled to transfer to the third-party transferee under Section 2.3 hereof had purchaser 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 Transferor Breaching Founder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor Breaching Founder in the Prohibited Transfer. The Transferor Such Breaching Founder shall also reimburse each Investor Stockholder for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s the Stockholder's rights under Section 2this Article 3. (b) Within ninety (90) 90 days after the later of the dates date on which an Investor the Stockholders (xi) received notice from the Breaching Founder of the Prohibited Transfer or (yii) otherwise becomes become aware of the Prohibited Transfer, such Investor each Stockholder shall, if exercising the put option created hereby, deliver to the Transferor an instrument of transfer and either such Breaching Founder the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor . (c) Such Breaching Founder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by a Stockholder, pursuant to Section 3.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in cash Section 3.2(a), by certified check or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, bank draft made payable to the Transferor and the Investor reflecting the new securities held by them giving effect to order of such transferStockholder.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer to the third-party transferee under Section 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. (a) The price per share at which the shares are to be sold to the Transferor shall be equal to the price per share paid by the third-party transferee to the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2. (b) Within ninety (90) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing shares to be sold under this Section 2.6 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transfer.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and all or a portion of the number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer to the third-party transferee prospective purchaser under Section 2.3 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 Transferor shall be equal to the price per share Offered Share that would have been paid by the third-party transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2.Sections 8 through 12. 35 Shareholders’ Agreement (bii) Within ninety sixty (9060) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing shares Equity Securities to be sold under this Section 2.6 13 by such Investor, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. The Transferor shall, immediately upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will 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 the such Investor reflecting the new securities Equity Securities held by them following giving effect to such transfer.

Put Option. In Without prejudice to the event other provisions hereof, if any shareholder of the Company (the “Dissenting Member”) refuses to vote in favor of the Approved Sale or participate in the Approved Sale in accordance with Sections 11.1 through 11.3, then, so long as the Dragging Parties give their written consent, each holder of a Prohibited Transfer, each Investor Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) shall have the right to sell require the Dissenting Member to purchase in cash up to all of the Transferor the type and number of Equity Securities Preferred Shares held by such holder at a price per Preferred Share equal to the number amount that a holder of Equity Securities such Investor a Preferred Share (including holders of Ordinary Shares that were converted from Preferred Shares) would have received in respect of a Preferred Share had the Company been entitled to transfer sold for cash in the Approved Sale and the full proceeds therefrom available for distribution to the third-party transferee under Section 2.3 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 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 third-party transferee to the Transferor in the Prohibited TransferMemorandum and Articles. The Transferor Dissenting Member shall also reimburse each Investor such holder of Preferred Shares for any and all reasonable fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the right of such Investor’s rights holder of Preferred Shares under this Section 2. 11.5. Within fifteen (b) Within ninety (9015) days after a holder of Preferred Shares delivers a notice to the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Transferor an instrument of transfer and either Dissenting Member the certificate or certificates representing shares Preferred Shares to be sold under this Section 2.6 11.5 by such Investor, each certificate to be holder of Preferred Shares properly endorsed for transfer, or if certificated, plus an affidavit executed instrument of lost certificate. The Transferor shall, upon receipt of transfer and the foregoing, Dissenting Member shall pay immediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in each case, as provided for under this Section 11.5, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will concurrently therewith record such transfer on its books and update its register holder of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Transferor and the Investor reflecting the new securities held by them giving effect to such transferPreferred Shares.

Put Option. In the event of a Prohibited Transfer, each the Investor shall have the right to sell to the Transferor Founder, and, if such right is exercised, the type and Founder shall have the obligation to purchase from the Investor, a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of Co-Sale Securities) equal to the number of Equity Securities such shares the Investor would have been entitled to transfer to the third-party transferee under Section 2.3 hereof had purchaser 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 Transferor Founder shall be equal to the price per share paid by the third-party transferee purchaser to the Transferor Founder in the Prohibited Transfer. The Transferor Founder shall also reimburse each the Investor for any and all reasonable fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of such the Investor’s 's rights under this Section 2. (b) Within ninety (90) In order to exercise the put option created under this Section 2, the Investor must, within 20 days after the later of the dates date on which an the Investor (xi) received notice from the Founder of the Prohibited Transfer or (yii) otherwise becomes become aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either Founder the certificate or certificates representing shares to be sold under this Section 2.6 by such Investorsold, each certificate to be properly endorsed for transfer, or an affidavit of lost certificate. . (c) The Transferor Founder shall, upon receipt of the foregoingcertificate or certificates for the shares to be sold by the Investor, pursuant to Section 2.2(b), promptly pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in cash Section 2.2(a), by certified check or by wire transfer of immediately available funds or by other means acceptable to such Investor. 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, bank draft made payable to the Transferor and order of the Investor reflecting the new securities held by them giving effect to such transferInvestor.

Put Option. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Transferor the type and number of Equity Securities equal to the number of Equity Securities such Investor would have been entitled to transfer Transfer to the third-party transferee prospective purchaser under Section 2.3 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. (a) The price per share at which the shares Shares are to be sold to the Transferor shall be equal to the price per share Share that would have been paid by the third-party transferee prospective purchaser to such Investor and the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Section 2Sections 8 through 12. (b) Within ninety (90) days after the later of the dates on which an Investor (x) received notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Transferor an instrument of transfer and either the certificate or certificates representing shares to be sold under this Section 2.6 13 by such Investor, each certificate to be properly endorsed for transferTransfer, or an affidavit of lost certificate. The Transferor shall, upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash or by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company will shall concurrently therewith record such transfer Transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Transferor and the such Investor reflecting the new securities held by them giving effect to such transferTransfer.