Common use of Put Right Clause in Contracts

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice, or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Investor’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares of Stock (to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Investor does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right class or type, the Put Shares shall be shares of Co-Sale with respect thereto Common Stock (or in Preferred Stock convertible into Common Stock at the Closing if the Proposed Transferee had been willing to purchase the Stock option of the Key Shareholder. holder thereof). (c) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5.2(a).

Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Investor’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares of Stock (to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Investor does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right class or type, the Put Shares shall be shares of Co-Sale with respect thereto Common Stock (or in Preferred Stock convertible into Common Stock at the Closing if the Proposed Transferee had been willing to purchase the Stock option of the Key Shareholder. holder thereof). (c) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5.2(a).

Put Right. If a Seller Transfers Stockholder transfers any Stock in contravention of a Key Shareholder’s the Preferred Holders' Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"PROHIBITED TRANSFER"), or if the Proposed Transferee proposed transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but Stockholder not held by a Key Shareholder Preferred Holder or the Proposed Transferee is unwilling to purchase any Stock from a Key ShareholderPreferred Holder, such Key Shareholder Preferred Holder may, by delivery of written notice to such Seller Stockholder (a “Put Notice”"PUT NOTICE") within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 Section 5.1 above, or (ii) the date on which such Key Shareholder Preferred Holder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Stockholder to purchase from such Key ShareholderPreferred Holder, for cash or such other consideration as the Seller Stockholder received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred transferred in the Prohibited Transfer or at the Closing if such Key Shareholder Preferred Holder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares of Preferred Stock or Ordinary SharesCommon Stock) having a purchase price equal to the aggregate purchase price that the Key Shareholder Preferred Holder would have received in the closing of such Prohibited Transfer if such Key Shareholder Preferred Holder had elected to exercise its Right right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee proposed transferee had been willing to purchase the Stock of the Key ShareholderPreferred Holder. The closing of such sale to the Seller Stockholder will occur within ten (10) 30 days after the date of such Key Shareholder’s Preferred Holder's Put Notice to such SellerStockholder.

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor that number of shares of Preferred Stock (on an as converted basis) or Common Stock subject to Section 5.B(2)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (1) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Investor’s Rights of Stock Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5 with respect to the Put Shares. (2) The Put Shares to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Investor does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right class or type, the Put Shares shall be shares of Co-Sale with respect thereto Common Stock (or in Preferred Stock convertible into Common Stock at the Closing if the Proposed Transferee had been willing to purchase the Stock option of the Key Shareholder. holder thereof). (3) The closing of such sale to the Seller will shall occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefore, and the amount of reimbursable fees and expenses, as specified in Section 5.B(1).

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Stockholder, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Stockholder, such Key Shareholder Selling Stockholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Stockholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Stockholder that number of Shares (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Stockholder would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Stockholder would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Stockholder had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Stockholder for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Stockholder’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5.2 with respect to the Put Shares. (b) The Put Shares of Stock (to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Stockholder then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Stockholder does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto class or in type, the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. Put Shares shall be Shares. (c) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Stockholder’s Put Notice to such Seller. At such closing, the Selling Stockholder shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5.2(a).

Put Right. If a Seller Selling Shareholder Transfers any Stock Offered Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “"Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"), or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock Shares from a Key an Offeree Shareholder, such Key Offeree Shareholder may, by delivery of written notice to such Seller Selling Shareholder (a “"Put Notice”") within ten (10) days after the later of (ia) the Closing as defined in subsection 4.1 above, closing of the Prohibited Transfer or (iib) the date on which such Key Offeree Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Selling Shareholder to purchase from such Key Offeree Shareholder, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the Closingclosing of the Prohibited Transfer, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Offeree Shareholder's Shares or Ordinary Shares) having a an aggregate purchase price equal to the aggregate purchase price that the Key Offeree Shareholder would have received in the closing of such Prohibited Transfer if such Key Offeree Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing closing of the Prohibited Transfer if the Proposed Transferee had been willing to purchase the Stock Shares of the Key Offeree Shareholder. The closing of such sale to the Seller will Selling Shareholder shall occur within ten (10) days after the date of such Key Offeree Shareholder’s 's Put Notice to such SellerSelling Shareholder.

Put Right. If a Seller Transfers Selling Stockholder transfers any Stock in contravention of a Key Shareholder’s an Investor's Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"PROHIBITED TRANSFER"), or if an Incomplete Co-Sale occurs with respect to an Investor and the Proposed Transferee provisions of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key ShareholderSection 5 hereof apply, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as Investor may be available at law, require such Seller Selling Stockholder to purchase from such Key ShareholderInvestor, for cash or such other consideration as the Seller Selling Stockholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of shares of Stock (either (i) shares of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Key Shareholder Investor then owns Stock of such class class, series or type; otherwise Series A Shares, Series B Shares or Ordinary Shares(ii) if such Investor does not then own such Stock, then shares of Common Stock) having a purchase price equal to the aggregate purchase price that the Key Shareholder such Investor would have received in the closing Closing of such Prohibited Transfer or Incomplete Co-Sale if such Key Shareholder Investor had elected exercised and been able to exercise its consummate such Investor's Right of Co-Sale with respect thereto or in (the Closing if Investor's "PUT RIGHT"). An Investor may exercise such Investor's Put Right by delivery of written notice to the Proposed Transferee had been willing to purchase Selling Stockholder and the Stock Company (a "PUT NOTICE") within ten days after such Investor becomes aware of the Key ShareholderProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Stockholder under such Investor's Put Right will occur within ten (10) seven days after the date of such Key Shareholder’s Investor's Put Notice. Notwithstanding the foregoing provisions of this Section 5.2, if the Prohibited Transfer is one of a series of transactions to which Section 2 applies but which occurred before any Selling Stockholder Notice was given with respect thereto, then (a) the Company will promptly give to each Selling Stockholder in such earlier transaction a notice that such Selling Stockholder is required to give within ten days to the Company and the Investors (and such Selling Stockholder will be required to give such notice within such ten-day period) a written notice signed by the Selling Stockholder (the "SELLING STOCKHOLDER PUT NOTICE") stating with respect to such earlier transaction the information provided for in Sections 2(a), (b), (c), (d) and (e); (b) each Investor may exercise such Investor's Put Right with respect to such earlier transaction by delivering a Put Notice to the Selling Stockholder and the Company within ten days after such SellerSelling Stockholder Put Notice is given; and (c) the closing of the sale by the Selling Stockholder under such Investor's Put Right will occur within seven days after the date of such Investor's Put Notice.

Put Right. If a Seller Transfers any Stock Seller Units in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Units desires to purchase a class, series or type of stock units offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor on the date of the Co-Sale Closing that number of Preferred Units (on an as-converted basis) or Common Units (subject to Section 4.2(b)) that is equal to the number of Offered Units such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Units”). Such sale shall be made on the following terms and conditions: (a) The price per unit at which the Put Units are to be sold to Seller shall be equal to the price per unit that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Units at the Co-Sale Closing. Such purchase price of the Put Units shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing, a number of shares of Stock . (b) The Put Units to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type to the extent of such securities owned by such Selling Investor. If such Selling Investor does not own any or owns a lesser number of such class or type; otherwise Series A Shares, Series B Shares the Put Units shall be Common Units (or Ordinary SharesPreferred Units convertible into Common Units at the option of the holder thereof) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock extent of the Key Shareholder. difference. (c) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Units to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 4.2(a).

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock subject to Section 5(B)(2)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (1) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Investor’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5 with respect to the Put Shares. (2) The Put Shares of Stock (to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Investor does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right class or type, the Put Shares shall be shares of Co-Sale with respect thereto Common Stock (or in Preferred Stock convertible into Common Stock at the Closing if the Proposed Transferee had been willing to purchase the Stock option of the Key Shareholder. holder thereof). (3) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5(B)(1).

Put Right. If a Seller Transfers Selling Shareholder transfers any Stock in contravention of a Key Remaining Shareholder’s 's Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice"PROHIBITED TRANSFER"), or if an Incomplete Co-Sale occurs and the Proposed Transferee provisions of Offered Stock desires to purchase a classSection 5 hereof apply, series or type of stock offered by the Seller but not held by a Key relevant Remaining Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller Selling Shareholder to purchase from such Key Remaining Shareholder, for cash or such other consideration as the Seller Selling Shareholder received in the Prohibited Transfer or at the ClosingIncomplete Co-Sale, a that number of shares of Stock (of the same class class, series or type as Transferred transferred in the Prohibited Transfer or at the Closing Incomplete Co-Sale, if such Key Remaining Shareholder then owns Stock of such class class, series or type; , and otherwise Series A Shares, Series B Shares or Ordinary Sharesof Common Stock) having a purchase price equal to the aggregate purchase price that the Key such Remaining Shareholder would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Key Remaining Shareholder had elected exercised and been able to exercise its consummate such Remaining Shareholder's Right of Co-Sale with respect thereto or in (the Closing if Shareholder's "PUT RIGHT"). A Remaining Shareholder may exercise such Remaining Shareholder's Put Right by delivery of written notice to the Proposed Transferee had been willing to purchase Selling Shareholder and the Stock Company (a "PUT NOTICE") within ten (10) days after such Remaining Shareholder becomes aware of the Key ShareholderProhibited Transfer or Incomplete Co-Sale. The closing of such sale to the Seller Selling Shareholder under such Remaining Shareholder's Put Right will occur within ten seven (107) days after the date of such Key Remaining Shareholder’s 's Put Notice to such SellerNotice.

Put Right. If a Seller Transfers any Stock Shares in contravention of a Key Shareholder’s the Co-Sale Eligible Investors’ Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock shares offered by the Seller but not held by a Key Shareholder Co-Sale Eligible Investor or the Proposed Transferee is unwilling to purchase any Stock Shares from a Key ShareholderCo-Sale Eligible Investor, such Key Shareholder Co-Sale Eligible Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 Section 4(a) above, or (ii) the date on which such Key Shareholder Co-Sale Eligible Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key ShareholderCo-Sale Eligible Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock Shares (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder Co-Sale Eligible Investor then owns Stock Shares of such class or type; otherwise Series A Shares, Series B B-1 Shares or Ordinary Shares) having a purchase price (on an as-converted basis) equal to the aggregate purchase price that the Key Shareholder Co-Sale Eligible Investor would have received in the closing of such Prohibited Transfer if such Key Shareholder Co-Sale Eligible Investor had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock Shares of the Key ShareholderCo-Sale Eligible Investor (the “Put Shares”). The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderCo-Sale Eligible Investor’s Put Notice to such Seller. Upon the closing of the transaction contemplated by the Put Notice, Seller shall also reimburse the Co-Sale Eligible Investor for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Eligible Investor’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 6 with respect to the Put Shares.

Put Right. If a Seller Transfers any Stock Seller Shares in contravention of a Key Shareholder’s the Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice), or if the Proposed Transferee of Offered Stock Shares desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder Selling Investor, or the Proposed Transferee is unwilling to purchase any Stock securities from a Key ShareholderSelling Investor, such Key Shareholder Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing as defined in subsection 4.1 above, or and (ii) the date on which such Key Shareholder Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, a number including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of shares such Selling Investor’s Rights of Stock Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5 with respect to the Put Shares. (b) The Put Shares of stock to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Key Shareholder Selling Investor then owns Stock securities of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing . If such Selling Investor does not own any of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right class or type, the Put Shares shall be shares of Co-Sale with respect thereto Common Stock (or in Preferred Stock convertible into Common Stock at the Closing if the Proposed Transferee had been willing to purchase the Stock option of the Key Shareholder. holder thereof). (c) The closing of such sale to the Seller will occur within ten (10) days after the date of such Key ShareholderSelling Investor’s Put Notice to such Seller. At such closing, the Selling Investor shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5.2(a).