SHAREHOLDER (THE "BREACHING
SHAREHOLDER") SHOULD SELL OR ATTEMPT TO SELL ANY EQUITY SECURITIES IN
CONTRAVENTION OF THE PROVISIONS OF SECTION 2 OF THIS AGREEMENT (A "PROHIBITED
TRANSFER"), THE OTHER SHAREHOLDERS (THE "NON-BREACHING SHAREHOLDERS"), IN
ADDITION TO SUCH OTHER REMEDIES AS MAY BE AVAILABLE AT LAW, IN EQUITY OR
HEREUNDER, SHALL HAVE THE PUT OPTION PROVIDED IN SECTION 4.2 BELOW, AND THE
BREACHING SHAREHOLDER WHO BREACHED OR ATTEMPTED TO BREACH SUCH PROVISIONS SHALL
BE BOUND BY THE APPLICABLE PROVISIONS OF SUCH OPTION.
4.2
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.
SECTION 5.
PUT AND CALL OPTION.
5.1
PUT OPTION.
IN THE EVENT THAT THE COMPANY HAS NOT CONSUMMATED A
QUALIFIED IPO PRIOR TO THE THIRD ANNIVERSARY OF THE DATE OF THIS AGREEMENT, THE
INVESTOR HEREBY GRANTS TO THE EXISTING SHAREHOLDERS THE RIGHT AND OPTION (THE