Common use of Agreement to Purchase the Shares Clause in Contracts

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two (2) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “Tranche”) and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “Tranche Shares”) and the purchase price per share for the Tranche Shares in such Tranche (the “Tranche Purchase Price”). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “Effective Date”); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “Election Notice”) to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two fourteen (214) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “"Tranche”") and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “"Tranche Shares”") and the purchase price per share for the Tranche Shares in such Tranche (the “"Tranche Purchase Price”"). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the a Registration Statement (as defined in Section 7.1) of the Company covering the Shares elected to be sold is declared effective (the “an "Effective Date”"); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “"Election Notice”") to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two (2) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “"Tranche”") and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “"Tranche Shares”") and the purchase price per share for the Tranche Shares in such Tranche (the “"Tranche Purchase Price”"). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “"Effective Date”"); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The For purposes of this Section 2.2, each Tranche shall include each corresponding "Tranche" as defined in the Other Purchaser Agreement (as hereinafter defined); accordingly, (A) any election or requirement of the Company may elect to sell any Tranche Shares included hereunder shall automatically, and without any further action by any party, be deemed to be the requirement or election of the Company to sell the corresponding Tranche under the Other Purchaser Agreement, and (B) any election or requirement of the Company to sell any Tranche under the Other Purchaser Agreement shall automatically be deemed to be the requirement or election of the Company to sell the corresponding Tranche under this Agreement and the Other Purchaser Agreement. Notwithstanding the foregoing, the Company agrees to sell to the Purchaser Tranche 1 (as identified in more than one Tranche at Schedule 2.1 hereto) following the same timeEffective Date. To effect its election to sell Shares, the Company must give written notice thereof (an “"Election Notice”") to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days ten Business Days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5. Notwithstanding any provision herein to the contrary, the Company may not elect to sell the Tranche Shares of any Tranche to the Purchaser, if the aggregate number of shares of Common Stock beneficially owned by the Purchaser and its affiliates following the purchase of the Tranche Shares would result in beneficial ownership of more than 9.9% of the Company's then outstanding shares of Common Stock. Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended. For purposes hereof, "Other Purchaser Agreement" shall mean the following agreement the Stock Purchase Agreement, dated as of the date hereof, between the Company, Wire Mill Partners III LLC and Infinium Investment Partners, LLC.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two (2) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “"Tranche”") and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “"Tranche Shares”") and the purchase price per share for the Tranche Shares in such Tranche (the “"Tranche Purchase Price”"). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “"Effective Date”"); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The For purposes of this Section 2.2, each Tranche shall include each corresponding "Tranche" as defined in the Other Purchaser Agreement (as hereinafter defined); accordingly, (A) any election or requirement of the Company may elect to sell any Tranche Shares included hereunder shall automatically, and without any further action by any party, be deemed to be the requirement or election of the Company to sell the corresponding Tranche under the Other Purchaser Agreement, and (B) any election or requirement of the Company to sell any Tranche under the Other Purchaser Agreement shall automatically be deemed to be the requirement or election of the Company to sell the corresponding Tranche under this Agreement and the Other Purchaser Agreement. Notwithstanding the foregoing, the Company agrees to sell to the Purchaser Tranche 1 (as identified in more than one Tranche at Schedule 2.1 hereto) following the same timeEffective Date. To effect its election to sell Shares, the Company must give written notice thereof (an “"Election Notice”") to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days ten Business Days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.. Notwithstanding any provision

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two five (25) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “Tranche”) and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “Tranche Shares”) and the purchase price per share for the Tranche Shares in such Tranche (the “Tranche Purchase Price”). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “Effective Date”); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “Election Notice”) to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two six (26) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “"Tranche”") and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “"Tranche Shares”") and the purchase price per share for the Tranche Shares in such Tranche (the “"Tranche Purchase Price”"). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “"Effective Date”"); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “"Election Notice”") to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two eighteen (218) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “Tranche”) and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “Tranche Shares”) and the purchase price per share for the Tranche Shares in such Tranche (the “Tranche Purchase Price”). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “Effective Date”); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “Election Notice”) to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.

Agreement to Purchase the Shares. 2.1 Schedule 2.1 attached hereto defines two ten (210) tranches of Shares that the Purchaser has agreed to purchase from the Company (each, a “"Tranche”") and, with respect to each Tranche, sets forth the number of Shares constituting such Tranche (the “"Tranche Shares”") and the purchase price per share for the Tranche Shares in such Tranche (the “"Tranche Purchase Price”"). 2.2 The Company may, in its sole discretion, elect to sell the Tranche Shares of any Tranche to the Purchaser at any time after the date on which the Registration Statement (as defined in Section 7.1) of the Company covering the Shares is declared effective (the “"Effective Date”"); provided, however, (i) the Company must elect to sell all of the Tranche Shares included in a Tranche if it elects to sell any of the Tranche Shares in such Tranche; and (ii) the Company must elect to sell the Tranche Shares in the order that the Tranches are listed on Schedule 2.1. The Company may elect to sell Tranche Shares included in more than one Tranche at the same time. To effect its election to sell Shares, the Company must give written notice thereof (an “"Election Notice”") to the Purchaser. The Election Notice shall specify the Tranche or Tranches with respect to which the election is being made and the date on which the closing of the sale and purchase of the Tranche Shares shall occur; provided, such date shall be a business day and shall not be earlier than five days after the date such Election Notice is given to the Purchaser. An Election Notice shall be irrevocable except as provided in Section 3.5.