Common use of Put Option Clause in Contracts

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right to sell to the Breaching Shareholder the number of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the 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 price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 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”), the each Preferred Holder and Non-Breaching Shareholders 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 Breaching Shareholder the type and number of Equity Securities shares of the Common Shares equal to the number of Equity Securities the shares each Preferred Holder or Non-Breaching Shareholders Transferring Key Executive would have been entitled to transfer to the transferee in the Prohibited Transfer 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 Equity Securities shares are to be sold to the Key Holder Transferor shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Key Holder Transferor in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Key Holder Transferor shall also reimburse the each Preferred Holder and Non-Breaching Shareholders Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Breaching Shareholders’ Transferring Key Executive’s rights under Section 2;3.4 hereof. (b) within ninety Within sixty (9060) days after the later of the dates date on which the Non-Breaching Shareholders (i) a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the such Preferred Holder or Non-Breaching Shareholders Transferring Key Executive shall, if exercising the option created hereby, deliver to the Breaching Shareholder Key Holder Transferor the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the a Preferred Holder or Non-Breaching ShareholdersTransferring 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-Breaching Shareholders; andTransferring Key Executive, as applicable. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Key Holder Transferor to transfer Equity Securities Transfer Key Holder Shares in violation of Sections Section 2 or 3 hereof shall be voidvoidable 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 that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities shares without the written consent of a majority in interest of the Preferred Holders and Non-Breaching 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 hereofTransferring Key Executives.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders The MSO shall have the right option (the "Put Option") to sell to require the Breaching Shareholder New PC, upon termination of the number of Equity Securities equal to Management Services Agreement by the number of Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee in the Prohibited Transfer had the Prohibited Transfer MSO under Section 2 hereof been effected pursuant to and in compliance with 10.2 thereof or upon expiration of the terms hereof. Such sale shall be made on Term of the following terms and conditionsManagement Services Agreement, to: (a) Purchase from the price per share MSO at which book value all of the Equity Securities are to be sold shall be equal to leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the greater of (i) the price per share paid Orthodontic Offices, including all replacements and additions thereto made by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred MSO pursuant to the exercise or performance of its obligations under the attempted exercise Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the Non-Breaching Shareholders’ rights under Section 2;month immediately preceding the date of such termination or 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 ninety (90) days after Purchase, by obtaining an assignment from the later MSO, at book value, the right to receive payments for breach of the dates on which the Non-Breaching Shareholders (i) received notice restrictive covenants provided for in Section 3.7 of the Prohibited Transfer Management Services Agreement and in the applicable Employment Agreement with Xx. Xxxxxxx contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or (ii) otherwise became aware depreciation of the Prohibited Transferrestrictive covenants, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer;and any goodwill and other intangible assets; and (c) the Breaching Shareholder 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 Xx. Xxxxxxx at least twenty (20) calendar days prior to the date specified in such notice as the date for the Equity Securities to be sold closing of the Put Option. Any exercise of the Put Option by the Non-Breaching 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof MSO shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent made by an aggregate payment of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights amounts computed under the provisions Clauses (a) and (b) of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereof(collectively, the "Put Price").

Put Option. In the event of a Prohibited Transfer, the each Non-Breaching Shareholders Selling Investor shall have the right to sell to the Breaching Shareholder Selling Stockholder the type and number of Equity Securities shares of Shares Registrable Securities, as applicable, equal to the number of Equity Securities the shares each Non-Breaching Shareholders Selling Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser had the Prohibited Transfer under Section 2 hereof 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 The price per share at which the Equity Securities shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Selling Stockholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Selling Stockholder shall also reimburse the each Non-Breaching Shareholders Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Selling Investor’s rights under this Section 2;5.2. (b) within Within ninety (90) calendar days after the later of the dates on which the Non-Breaching Shareholders Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the each Non-Breaching Shareholders Selling Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Selling Stockholder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Selling Stockholder shall, upon receipt within twenty-four (24) hours of delivery of the certificate or certificates for the Equity Securities shares to be sold by the an Non-Breaching Shareholders, 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 acceptable to the Non-Breaching Shareholders; andSelling Investor. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder the Selling Stockholder to transfer Equity Securities Shares Registrable Securities, as applicable, in violation of Sections 2 or 3 Section 2.3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Breaching 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 Selling Investors, voting together as a violation of Section 2 hereofseparate class.

Put Option. In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Qualifying Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Qualifying 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, the Non-Breaching Shareholders each Qualifying Investor shall have the right to sell to such Key Holder the Breaching Shareholder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares each Qualifying Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser under Section 2.4 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 Equity Securities shares are to be sold to the Key Holder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Key Holder in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Key Holder shall also reimburse the Non-Breaching Shareholders each Qualifying Investor for any and all fees and expenses, including reasonable legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ Qualifying Investor’s rights under Section 2;2.4. (b) within Within ninety (90) days after the later of the dates date on which the Non-Breaching Shareholders (i) a Qualifying Investor received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Qualifying Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Key Holder the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder Such Key Holder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersa Qualifying 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofQualifying Investor.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each such Eligible Investor shall have the right right, in addition to such remedies as may be available by law, in equity or hereunder, to sell to such Selling Holder and such Selling Holder shall have the Breaching Shareholder obligation to purchase the type and number of Equity Securities shares of Capital Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares each such Eligible Investor would have been entitled to transfer Transfer to the transferee in the Prohibited Transfer purchaser under Section 2.5 above 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 Equity Securities shares of Capital Stock are to be sold to the Selling Holder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Selling Holder in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Selling Holder shall also reimburse the Non-Breaching Shareholders each Eligible Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ Eligible Investor’s rights under Section 2;this section. (b) within Within ninety (90) calendar days after the later of the dates date on which the Non-Breaching Shareholders (i) an Eligible Investor received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Eligible Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing Equity Securities the shares to be sold, each such certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder Such Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan Eligible Investor, pursuant to this Section 4.24, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a)) above, in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofInvestor.

Put Option. In the event of a Prohibited TransferTransfer by a Principal Shareholder, the Non-Breaching Shareholders a Holder shall have the right (but shall not be obligated) to sell sell, to the Breaching Principal Shareholder who made the Prohibited Transfer, a number of Equity Securities Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Equity Securities Shares that the Non-Breaching Shareholders Holder would have been entitled to transfer to the transferee proposed purchaser in the Prohibited Transfer had pursuant to this Section 15, assuming the Prohibited Transfer Holder elected to exercise its co-sale rights under Section 2 hereof been effected pursuant 15.2 to and in compliance with the terms hereoftheir fullest extent. Such sale shall be made on the following terms and conditions: (a) the 15.6.1 The price per share at which the Equity Securities Shares are to be sold to any such Principal Shareholder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Principal Shareholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Such Principal Shareholder shall also reimburse the Non-Breaching Shareholders 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 the Non-Breaching Shareholders’ Holder’s rights under this Section 2;15.6. (b) within ninety (90) 15.6.2 Within 90 days after the later earlier of the dates on which the Non-Breaching Shareholders Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer Transfer, or (ii) otherwise became aware obtained actual knowledge of the Prohibited Transfer, the Non-Breaching Shareholders Holder shall, if exercising the put option created hereby, deliver to the Breaching such Principal Shareholder the certificate or certificates representing Equity Securities 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) the Breaching 15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities Shares to be sold by the Non-Breaching ShareholdersHolder, 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 acceptable wire transfer made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent order of the Non-Breaching 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 hereofHolder.

Put Option. In Without prejudice to the other provisions hereof, after the Drag-Along Persons have approved the Drag-Along Transaction, in the event that any shareholder of a Prohibited Transferthe Company (the “Dissenting Member”) refuses to vote in favor of the Drag- Along Transaction or participate in the Drag-Along Transaction in violation of Section 3.1, each Drag-Along Person and each other shareholder who votes for and agrees to participate in the NonDrag-Breaching Shareholders Along Transaction (the “Consenting Member”) shall have the right, in addition to any other right to sell seek an injunction, specific performance or other equity relief to prevent breaches of, and/or enforce Section 3.1, to require the Breaching Shareholder Dissenting Member to purchase in cash up to all of the number of Equity Securities Shares held by such Consenting Member at a price per Share equal to the number of Equity Securities the Non-Breaching Shareholders 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 transferee in members of 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 price per share at which the Equity Securities are to be sold shall be equal Company were distributed to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Valuemembers. The Breaching Shareholder Dissenting Member shall also reimburse the Non-Breaching Shareholders such Consenting Member for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such rights of such Consenting Member under this Section 2; 3.2. Within fifteen (b) within ninety (9015) days after a Consenting Member delivers a notice to the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if Dissenting Member exercising the option created hereby, such Consenting Member shall deliver to the Breaching Shareholder Dissenting Member the certificate or certificates representing Equity Securities Shares to be sold, each certificate to be sold under this Section 3.2 by such Consenting Member properly endorsed for transfer; (c) , if certificated, and the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofConsenting Member.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders a Series A Holder and Series B Holder shall have the right (but shall not be obligated) to sell to the Breaching Shareholder Founder who made the prohibited transfer a number of Equity Securities shares of Common Stock of the Company (either directly or through conversion of Series A Preferred Stock and Series B Preferred Stock) equal to the number of Equity Securities shares the Non-Breaching Shareholders Series A Holder and Series B Holder would have been entitled to transfer to the transferee proposed purchaser in the Prohibited Transfer had pursuant to this Section 4 assuming the Prohibited Transfer Series A Holder and Series B Holder elected to exercise its co-sale rights under Section 2 hereof been effected pursuant 4.1 to and in compliance with the terms hereoftheir fullest extent. Such sale shall be made on the following terms and conditions: (a) the 4.5.1 The price per share at which the Equity Securities shares are to be sold to any such Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Such Founder shall also reimburse the Non-Breaching Shareholders Series A Holder and Series B Holder for any and all reasonable fees and expenses, including legal attorneys' fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Series A Holder's and Series B Holder's rights under this Section 2;4.5. (b) within 4.5.2 Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Series A Holder 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, the Non-Breaching Shareholders Series A Holder and/or Series B Holder shall, if exercising the put option created hereby, deliver to the Breaching Shareholder such Founder the certificate or certificates representing Equity Securities 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) the Breaching Shareholder 4.5.3 Such Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching ShareholdersSeries A Holder and/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 acceptable check made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent order of the Non-Breaching 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 hereofSeries A Holder and/or Series B Holder.

Put Option. In the event of a Prohibited Transfer, the each Non-Breaching Shareholders selling Shareholder shall have the right to sell Transfer to the Breaching Selling Shareholder the number of Equity Securities Shares equal to the number of Equity Securities the shares each Non-Breaching Shareholders selling Shareholder would have been entitled to transfer Transfer to the 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 Transfer shall be made on the following terms and conditions: (a) the The price per share at which the Equity Securities Shares are to be sold Transferred shall be equal to the greater of (i) the price per share paid by the transferee purchaser in the Prohibited Transfer and 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. (iib) the Call Fair Market Value. The Breaching Selling Shareholder shall also reimburse the each Non-Breaching Shareholders selling Shareholder and the Company for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ selling Shareholder’s rights under Section 2;ARTICLE 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 Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders selling Shareholder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the each Non-Breaching Shareholders selling Shareholder shall, if exercising the option created hereby, deliver to the Breaching Selling Shareholder the certificate or certificates representing Equity Securities the Shares to be soldTransferred, each certificate to be properly endorsed for transfer;. (cd) the Breaching The Selling Shareholder shall, upon within five (5) days after receipt of the certificate or certificates for the Equity Securities Shares to be sold Transferred by the a Non-Breaching Shareholdersselling 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching selling 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 (a) Subject to Section 3.1 hereof, at any time on and from the event earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a Prohibited TransferXxxxxx Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Non-Breaching Shareholders Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Breaching Shareholder Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Equity Securities, Warrants, Conversion Securities equal to or conversion rights, (the number of Equity Securities above, the Non-Breaching Shareholders would have been entitled to transfer to “Option Interests” and the transferee Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for 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 price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2;Option Exercise Price. (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, The Put Exercise Percentage set out in each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 Exercise Notice shall not be deemed to be consent to or ratification of a violation of Section 2 hereofexceed the Put Exercise Percentage Cap.

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 transfer any Shares in disregard or contravention of Section 4.5 or the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), at the Non-Breaching Shareholders option of any Preferred Shareholder with a written notice to the Key Holder Transferor so requesting (the “Put Notice”), each Preferred Shareholder shall have the right (but not the obligation) to sell to anyone of the Breaching Shareholder Key Holder Transferors the number of Equity Securities Shares equal to the number of Equity Securities the Non-Breaching Shareholders Shares such Preferred Shareholder would have been entitled to transfer to the transferee in the Prohibited Transfer Bona Fide Purchaser under Section 4.3 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: (ai) the price per share Share at which the Equity Securities Shares are to be sold to the Key Holder Transferor shall be equal to the greater of (i) the price per share Share paid by the transferee Bona Fide Purchaser to the Key Holder Transferor(s) in the Prohibited Transfer and (ii) the Call Fair Market Valueor Put Option Exercise Price, whichever is higher. The Breaching Key Holder Transferor shall also, on a joint and several basis reimburse each Preferred Shareholder shall also reimburse the Non-Breaching Shareholders for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such Preferred Shareholder’s rights under this Section 2;4.8. (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders each Preferred Shareholder shall, if exercising the option created hereby, deliver to the Breaching Shareholder 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 Equity Securities (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 transfer;transferred by the Preferred Shareholder. (ciii) the Breaching Shareholder 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 Equity Securities Shares to be sold by the Non-Breaching Shareholderssuch Preferred Shareholder, 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 acceptable to the Non-Breaching Shareholders; andPreferred Shareholder. (div) notwithstanding 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 Breaching Shareholder Key Holder Transferor to transfer Equity Securities Transfer any of the Shares in violation of Sections 2 or 3 Section 4 hereof shall be void, and the Company agrees that undertakes it will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such Equity Securities Shares without the prior written consent of the Non-Breaching Shareholders. The exercise holders of any Non-Breaching Shareholder’s rights under all the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofSeries A Preferred Shares then outstanding.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Founder who effected the 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 purchase of Convertible Securities) equal to the number of Equity Securities the Non-Breaching Shareholders shares each Investor would have been entitled to transfer sell to the transferee purchaser 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 Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders 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 the Non-Breaching Shareholders’ Investor's rights under this Section 2;. (b) within ninety Within twenty (9020) business days after the later of the dates on which the Non-Breaching Shareholders Investors (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders each Investor shall, if exercising the put option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan 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 acceptable bank draft made payable to the Non-Breaching Shareholders; andorder of such Investor. (d) notwithstanding the foregoingNOTWITHSTANDING THE FOREGOING, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching ShareholdersANY 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 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 hereofTHE 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 the event of a Prohibited Transfer, the Non-Breaching Shareholders each Electing Holder shall have the right (but shall not be obligated) to sell to the Breaching Shareholder Selling Holder who made the Prohibited Transfer a number of Equity Securities shares of Common Stock of the Company equal to the number of Equity Securities shares the Non-Breaching Shareholders Electing Holder would have been entitled to transfer to the transferee proposed purchaser in the Prohibited Transfer had the Prohibited Transfer pursuant to this Section 3 assuming such Electing Holder elected to exercise its co-sale rights under Section 2 hereof been effected pursuant 3 to and in compliance with the terms hereoftheir fullest extent. Such sale shall be made on the following terms and conditions: (a) the 3.5.1 The price per share at which the Equity Securities shares are to be sold to any such Selling Holder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Selling Holder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Such Selling Holder shall also reimburse the Non-Breaching Shareholders Electing Holder for any and all reasonable fees and expenses, including legal attorneys’ fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ such Electing Holder’s rights under this Section 2;3.5. (b) within 3.5.2 Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Electing Holder (i) received notice from such Selling Holder of the Prohibited Transfer or (ii) otherwise became aware have actual knowledge of the Prohibited Transfer, the Non-Breaching Shareholders Electing Holder shall, if exercising the put option created hereby, deliver to the Breaching Shareholder such Selling Holder the certificate or certificates representing Equity Securities 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) the Breaching Shareholder 3.5.3 Such Selling Holder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching ShareholdersElecting 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 acceptable check made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder order of such Equity Securities without the written consent of the Non-Breaching 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 hereofElecting Holder.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall each Preferred Holder will have the right to sell to the Breaching Shareholder Selling Stockholder the number of Equity Securities Shares equal to the number of Equity Securities the Non-Breaching Shareholders shares such Preferred Holder would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser had the Prohibited Transfer (under Section 2 hereof 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 price per share at which the Equity Securities shares are to be sold shall will be equal to the greater of (i) the price per share paid by the transferee purchaser in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder shall Selling Stockholder will also reimburse the Non-Breaching Shareholders such Preferred Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Preferred Holder’s rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders a Preferred Holder (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shallsuch Preferred Holder will, if exercising the option created hereby, deliver have available for delivery to the Breaching Shareholder Selling Stockholder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer or accompanied by an executed stock power to effect such transfer; (c) the Breaching Shareholder shallSelling Stockholder will, upon receipt of notice of the availability of the certificate or certificates for the Equity Securities Shares to be sold by the Non-Breaching Shareholdersa Preferred Holder, 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 acceptable to the Non-Breaching ShareholdersPreferred Holder, and the Preferred Holder will deliver to the Selling Stockholder the certificate or certificates for the Shares to be sold pursuant to this Section 4.2; and (d) notwithstanding and Notwithstanding the foregoing, any attempt by a Breaching Shareholder Selling Stockholder to transfer Equity Securities Shares in violation of Sections Section 2 or 3 hereof shall will be voidvoidable at the option of a majority in interest of the Preferred Holders, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities Shares without the prior written consent of a majority in interest of the Non-Breaching 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.Preferred Holders

Put Option. In the event of a Prohibited TransferTransfer by a Selling Holder, the Non-Breaching Shareholders Ash shall have the right to sell to such Selling Holder, and, if such right is exercised, such Selling Holder shall have the Breaching Shareholder the obligation to purchase from Ash a number of Equity Securities shares of common stock (including preferred stock convertible into common stock) equal to the number of Equity Securities the Non-Breaching Shareholders shares Ash would have been entitled to transfer to the transferee Buyer 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 Equity Securities shares are to be sold to such Selling Holder shall be equal to the greater of (i) the price per share paid by the transferee Buyer to such Selling Holder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Such Selling Holder shall also reimburse the Non-Breaching Shareholders Ash for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Ash's rights under Section 2;this Section. (b) within ninety (90) Within 20 days after the later of the dates on which the Non-Breaching Shareholders Ash (i) received notice from such Selling Holder of the Prohibited Transfer Transfer, or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders Ash shall, if exercising the put option created hereby, deliver to the Breaching Shareholder such Selling Holder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder Such Selling Holder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching ShareholdersAsh, 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 acceptable bank draft made payable to the Non-Breaching Shareholders; and (d) notwithstanding order of Ash. Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities shares of the Company in violation of Sections 2 or 3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofshares.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have the right Klebansky desires to sell some or all of the DPI Shares that are being held by DPI as collateral for the Note, DPI agrees to release its security interest in the DPI Shares Klebansky desires to sell and to repurchase such DPI Shares subject to the Breaching Shareholder terms and conditions set forth in this Section 10 (the “Put Option”). The Put Option shall be exercisable only by written notice (the “Put Option Notice”) duly executed and delivered by Klebansky to DPI indicating the number of Equity Securities DPI Shares to be repurchased by DPI. The date on which the repurchase is to be effected (the “Repurchase Closing Date”) shall be the business day on which the Put Option Notice is delivered (if it is delivered on a business day before 1:00 Pacific Time) and otherwise shall be the following business day. On the Repurchase Closing Date, DPI shall pay a per share purchase price for each DPI Share to be repurchased equal to the number average closing prices of Equity Securities DPI’s common stock over the Non-Breaching Shareholders would have been entitled to transfer 5 trading days ending on and including the Repurchase Closing Date as quoted on the Nasdaq National Market or other principal national securities exchange (or a similar national quotation system). All proceeds from such repurchase of DPI Shares shall be applied directly by DPI to the 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 outstanding indebtedness on the following terms Note as a prepayment and conditions: (a) DPI shall transmit a statement confirming the price per share at which the Equity Securities are transaction to be sold shall be equal Klebansky by facsimile. Notwithstanding anything to the greater of (i) contrary contained herein, the price per share paid by the transferee in the Prohibited Transfer Put Option shall not apply to, and (ii) the Call Fair Market Value. The Breaching Shareholder DPI shall also reimburse the Non-Breaching Shareholders for any and all fees and expensesnot be obligated to repurchase, including legal fees and expenses, incurred pursuant DPI Shares to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2; (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, pursuant to this Section 4.2, pay extent the aggregate purchase price therefor and for such DPI Shares (as calculated above) exceeds the indebtedness on the Note. The parties acknowledge that DPI does not have any discretion as to the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent timing of the Non-Breaching Shareholdersrepurchase of the DPI Shares. The exercise Any remaining DPI Shares that are being heold by DPI as collateral for the Note shall promptly be returned to Klebansky upon full repayment of any Non-Breaching Shareholder’s rights the indebtedness under the provisions of this Section 4.2 shall not be deemed to be consent to or ratification of a violation of Section 2 hereofNote.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to the Breaching Shareholder Founder who effected the 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 the Non-Breaching Shareholders shares each Investor would have been entitled to transfer to the transferee purchaser 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 term and conditions: (a) the The price per share at which the Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders each Investor for any and all fees and expenses, including legal fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Investor's rights under this Section 2;. (b) In order to exercise the put option created under this Section 2, an Investor must, within ninety (90) 20 days after the later of the dates date on which the Non-Breaching Shareholders Investor (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan 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 acceptable bank draft made payable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder order of such Equity Securities without the written consent of the Non-Breaching 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 hereofInvestor.

Put Option. (a) In the event that a Major Selling Common Holder should sell any Common Holder 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 Major Selling Common Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, the Non-Breaching Shareholders each Investor shall have the right to sell to such Major Selling Common Holder the Breaching Shareholder the type and number of Equity Securities shares of Common Stock equal to the number of Equity Securities the Non-Breaching Shareholders shares each Investor would have been entitled to transfer to the transferee in the Prohibited Transfer purchaser under Section 2.4 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: (ac) the The price per share at which the Equity Securities shares are to be sold to the Major Selling Common Holder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Major Selling Common Holder in the such Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Major Selling Common Holder shall also reimburse the Non-Breaching Shareholders each Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the Non-Breaching Shareholders’ Investor’s rights under Section 2;2.4. (bd) within Within ninety (90) days after the later of the dates date on which the Non-Breaching Shareholders (i) an Investor received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Investor shall, if exercising the option created hereby, deliver to the Breaching Shareholder Major Selling Common Holder the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (ce) the Breaching Shareholder Such Major Selling Common Holder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by the Non-Breaching Shareholdersan 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofInvestor.

Put Option. (a) In the event that a Transferring Shareholder should sell any Shareholder Stock in contravention of the co-sale rights of each Non-Transferring Party under Section 3.4 of this Agreement (a “Prohibited Sale”), each Non-Transferring Party, in addition to such other remedies as may be available at law, in equity or under 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 TransferSale, the each Non-Breaching Shareholders Transferring Party shall have the right to sell to the Breaching such Transferring Shareholder the type and number of Equity Securities shares of Common Stock that is equal to the number of Equity Securities the shares each Non-Breaching Shareholders Transferring Party would have been entitled to transfer Transfer to the transferee in the Prohibited Transfer purchaser under Section 3.4 had the Prohibited Transfer under Section 2 hereof 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 The price per share at which the Equity Securities shares are to be sold to the Transferring Shareholder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to such Transferring Shareholder in the such Prohibited Transfer and (ii) the Call Fair Market ValueSale. The Breaching Transferring Shareholder shall also reimburse the each Non-Breaching Shareholders Transferring Party for any and all fees and expenses, including legal fees and expenses, incurred pursuant to in connection with the exercise or the attempted exercise of the such Non-Breaching Shareholders’ Transferring Party’s rights under Section 2;3.4 and this Section 6.3. (bii) within ninety Within sixty (9060) days after the later of the dates date on which the a Non-Breaching Shareholders (i) Transferring Party received notice of the Prohibited Transfer Sale or (ii) otherwise became aware of the Prohibited TransferSale, the such Non-Breaching Shareholders Transferring Party shall, if exercising the option created herebyprovided for in this Section 6.3, deliver tender to the Breaching Transferring Shareholder the certificate or certificates representing Equity Securities the shares to be sold, each certificate to be properly endorsed for transfer;. (ciii) the Breaching The Transferring Shareholder shall, upon receipt tender of the certificate or certificates for the Equity Securities shares to be sold by the a Non-Breaching ShareholdersTransferring Party, 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofTransferring Party.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Holder shall have the right to sell to the Breaching Shareholder the engaging in such Prohibited Transfer that number of Equity Common Shares or Convertible Securities owned by the Holder equal to the number of Equity Securities shares the Non-Breaching Shareholders Holder would have been entitled to transfer to the transferee purchase offeror 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 Equity such Common Shares or Convertible Securities are to be sold to the Shareholder shall be equal or equivalent to the greater of (i) the price per share paid by the transferee purchase offeror to the Shareholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders Holder for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Holder's rights under this Section 2;3. (b) within ninety Within thirty (9030) days after the later earlier of the dates date on which the Non-Breaching Shareholders Holder (i) received notice receives Notice from a Shareholder of the a Prohibited Transfer Transfer, or (ii) otherwise became becomes aware of the a Prohibited Transfer, the Non-Breaching Shareholders Holder shall, if exercising the put option created hereby, deliver to the Breaching such Shareholder the certificate or certificates representing Equity Common Shares or Convertible Securities to be soldsold hereunder, each certificate to be properly endorsed for transfer;. (c) the Breaching Such Shareholder shall, upon receipt of the certificate or certificates for the Equity Common Shares or Convertible Securities to be sold by the Non-Breaching Shareholders, a Holder 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 acceptable cashier's check made payable to the Non-Breaching Shareholders; andorder of the Holder. (d) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities Transfer shares of the Company in violation of Sections 2 or 3 hereof the terms of this Agreement shall be void, void and the Company agrees that it will not effect such a transfer Transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofHolder.

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, the Non-Breaching Shareholders 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 Breaching Shareholder the 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 the Non-Breaching Shareholders 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 transferee in members of 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 price per share at which the Equity Securities are to be sold shall be equal Company were distributed to the greater members in accordance with Article 8.2(B) (Distribution on Trade Sale) of (i) the price per share paid by the transferee in the Prohibited Transfer Memorandum and (ii) the Call Fair Market ValueArticles. The Breaching Shareholder Dissenting Member shall also reimburse the Non-Breaching Shareholders 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 Non-Breaching Shareholders’ rights right of such 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 the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if Dissenting Member exercising the option created hereby, such holder of Preferred Shares shall deliver to the Breaching Shareholder Dissenting Member the certificate or certificates representing Equity Securities 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) , if certificated, plus an executed instrument of transfer and the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofPreferred Shares.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Participating Investors shall have the right option to sell to the Breaching Shareholder the Proposed Seller a number of Equity Securities shares of Common Stock of the Company (either directly or through conversion and delivery of Series A Preferred Stock) equal to the number of Equity Securities shares that the Non-Breaching Shareholders Participating Investors would have been entitled to transfer to the transferee in the sell had such Prohibited Transfer had the Prohibited Transfer under Section 2 hereof 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 The price per share at which the Equity Securities shares are to be sold to the Proposed Seller shall be equal to the greater of (i) the price per share paid to the Proposed Seller by the transferee in third party purchaser or purchasers of the Prohibited Transfer and (ii) the Call Fair Market ValueProposed Seller's Stock. The Breaching Shareholder Proposed Seller shall also reimburse the Non-Breaching Shareholders Participating Investors exercising the put option for any and all fees and expenses, including reasonable out-of-pocket legal fees and expenses, expenses incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under this Section 2;3. (b) The Non-Participating Investors shall deliver to the Proposed Seller, within ninety thirty (9030) days after the later of the dates on which the Non-Breaching Shareholders (i) they have received notice of from the Prohibited Transfer Proposed Seller or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;transfer (or accompanied by duly executed stock powers). (c) the Breaching Shareholder The Proposed Seller shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching Shareholders, 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, effecting such purchase and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofresale.

Put Option. In order to exercise the event of 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 Prohibited Transferrepresentation that such Médical Shareholder or Warrant Holder owns all right, the Non-Breaching Shareholders shall have the right to sell title or interest in and to the Breaching 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 number of Equity Securities equal Put Notice, Holding shall, to the number 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 Equity Securities the Non-Breaching Shareholders would have been entitled to transfer to the transferee Holding Corp. in the Prohibited Transfer had the Prohibited Transfer under Section 2 hereof been effected such types and amounts as calculated 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 Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market ValueSection 2.02. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred shares of Holding Corp. acquired pursuant to the exercise or the attempted exercise of the NonCall 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-Breaching Shareholders’ rights under 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 2; (b) within ninety (90) days after the later 1 of the dates on which the NonFirst Refusal and Co-Breaching Shareholders (i) received notice of the Prohibited Transfer Sale Agreement. Any purported sale, assignment, pledge, encumbrance or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof the First Refusal and Co-Sale Agreement shall be voidvoid and ineffectual and shall not operate to transfer any interest or title to the purported transferee of such shares. In the event that holders of at least sixty percent of the shares of the capital stock of Médical listed on Schedule A hereto elect to exercise the Put 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 that it will not effect hereby appoints Xxxxxxxxxx Xxxxxxx their respective attorney-in-fact to exercise such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching 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 hereofPut Option.

Put Option. In (a) Subject to Section 3.1 hereof, at any time on and from the event earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 5.4 below or otherwise) and (2) the occurrence of a Prohibited TransferXxxxxx Insolvency Event, until the date falling 12 months from the date hereof (the “Option Period”), the Non-Breaching Shareholders Holder shall have the right (such right, the “Option”), but not the obligation, to exercise an option to sell to the Breaching Shareholder Purchaser the Put Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of each Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Put Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Put Exercise Percentage of each of the following: (i) ownership of all Note provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Put Option Date; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith obtained or accruing on and from the Original Put Option Date, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Equity Note, Warrants, Conversion Securities equal to or conversion rights, (the number of Equity Securities above, the Non-Breaching Shareholders would have been entitled to transfer to “Option Interests” and the transferee Put Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for 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 price per share at which the Equity Securities are to be sold shall be equal to the greater of (i) the price per share paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market Value. The Breaching Shareholder shall also reimburse the Non-Breaching Shareholders for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2;Option Exercise Price. (b) within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall, if exercising the option created hereby, deliver to the Breaching Shareholder the certificate or certificates representing Equity Securities to be sold, The Put Exercise Percentage set out in each certificate to be properly endorsed for transfer; (c) the Breaching Shareholder shall, upon receipt of the certificate or certificates for the Equity Securities to be sold by the Non-Breaching 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 acceptable to the Non-Breaching Shareholders; and (d) notwithstanding the foregoing, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching Shareholders. The exercise of any Non-Breaching Shareholder’s rights under the provisions of this Section 4.2 Exercise Notice shall not be deemed to be consent to or ratification of a violation of Section 2 hereofexceed the Put Exercise Percentage Cap.

Put Option. In the event of a Prohibited Transfer, the Non-Breaching Shareholders Purchasers shall have the right to sell to the Breaching Shareholder Founder who made such Prohibited Transfer, and, if such right is exercised, such Founder shall have the obligation to purchase from the Purchasers, a number of Equity Securities shares of Common Stock of the Company (either directly or through delivery of convertible Preferred Stock) equal to the number of Equity Securities shares the Non-Breaching Shareholders Purchasers would have been entitled to transfer to the transferee purchaser 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 Equity Securities shares are to be sold to the Founder shall be equal to the greater of (i) the price per share paid by the transferee purchaser to the Founder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Founder shall also reimburse the Non-Breaching Shareholders Purchasers for any and all fees and expenses, including legal 2 fees and expenses, promptly following demand therefor, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Purchasers' rights under this Section 2;. (b) within ninety (90) Within 20 days after the later of the dates on which the Non-Breaching Shareholders Purchasers (i) received notice from the Founder of the Prohibited Transfer or (ii) otherwise became become aware of the Prohibited Transfer, the Non-Breaching Shareholders Purchasers shall, if exercising the put option created hereby, deliver to the Breaching Shareholder Founder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (c) the Breaching Shareholder The Founder shall, upon receipt of the certificate or certificates for the Equity Securities shares to be sold by each of the Non-Breaching ShareholdersPurchasers, 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 acceptable bank draft made payable to the Non-Breaching Shareholders; andorder of the Purchasers, respectively. (d) notwithstanding the foregoingNOTWITHSTANDING THE FOREGOING, any attempt by a Breaching Shareholder to transfer Equity Securities in violation of Sections 2 or 3 hereof shall be void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of the Non-Breaching ShareholdersANY 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 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 hereofTHE 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. In the event of a Prohibited Transfer, the Noneach Stockholder who failed to receive a Notice of Intended Transfer in accordance with Section 3.1.1 above, and each Stockholder who received a Notice of 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-Breaching Shareholders sale rights pursuant to Section 3.2 above, shall have the right to sell to the Breaching Shareholder such Stockholder the number and type of Equity Securities equal to the number of Equity Securities the Non-Breaching Shareholders such Stockholder would have been entitled to transfer to the transferee in the Prohibited Transfer third-party transferee(s) under Section 3.2 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: (ai) the The price per share at which the Equity Securities shares are to be sold to such Stockholder shall be equal to the greater of (i) the price per share paid by the transferee third-party transferee(s) to such Stockholder in the Prohibited Transfer and (ii) the Call Fair Market ValueTransfer. The Breaching Shareholder Such Stockholder shall also reimburse the Non-Breaching Shareholders each Stockholder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Breaching Shareholders’ Stockholder's rights under this Section 2;3. (bii) within Within ninety (90) days after the later of the dates on which the Non-Breaching Shareholders Stockholder (iA) received notice of the Prohibited Transfer or (iiB) otherwise became aware of the Prohibited Transfer, the Non-Breaching Shareholders such Stockholder shall, if exercising the option created hereby, deliver to the Breaching Shareholder such Stockholder the certificate or certificates representing Equity Securities shares to be sold, each certificate to be properly endorsed for transfer;. (ciii) the Breaching Shareholder Such Stockholder shall, upon receipt of the certificate or certificates or other documentation for the Equity Securities to be sold by the Non-Breaching Shareholdersa Stockholder, 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 acceptable to the Non-Breaching Shareholders; andStockholder. (div) notwithstanding Notwithstanding the foregoing, any attempt by a Breaching Shareholder Stockholder to transfer Equity Securities in violation of Sections 2 or Section 3 hereof shall be void, void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee transferee(s) as the holder of such Equity Securities shares without the written consent of a two-thirds in interest of the Non-Breaching 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 hereofStockholders.