Default Purchase Right. If and to the extent that any one Investor or multiple Investors do not fully and timely satisfy its or their obligations in respect of the Backstop Commitment as required under Section (2)(a)(i) (an “Investor Default”, and each such Investor, a “Defaulting Investor”), then each of the remaining Investors (the “Non-Defaulting Investors”) shall have the right (the “Default Purchase Right”), but not the obligation, to purchase at a price per share equal to the Purchase Price, up to a number of Shares equal to the product of (A) the quotient determined by dividing the Commitment Percentage of such Non- Defaulting Investor by the aggregate Commitment Percentage owned by all Non-Defaulting Investors electing to exercise their Default Purchase Right and (B) the number of Shares not purchased by all Defaulting Investors (“Default Shares”). As soon as practicable after an Investor Default, the Company will send a notice to each Non-Defaulting Investor, specifying the number of Shares subject to the Default Purchase Right. Each Non-Defaulting Investor will have 2 Business Days from receipt of such notice to elect to exercise the Default Purchase Right by notifying the Company in writing of its election and specifying the maximum number of Default Shares (up to the 100% of the Default Shares) that it is electing to purchase. If any Non-Defaulting Investor wishes to purchase less than all the Default Shares such Non-Defaulting Investor is entitled to purchase in accordance with the preceding sentence, the Default Shares shall be allocated among the Non-Defaulting Investors who wish to purchase such available Default Shares on a pro rata basis according to each Non-Defaulting Investor’s Commitment Percentage. If any Non-Defaulting Investors exercise the Default Right, the Commitment Percentage for the Defaulting Investor shall be reduced by the portion of the Backstop Commitment that such Defaulting Investor has failed to fully satisfy and the Commitment Percentage for the Non-Defaulting Investors participating in the Default Right shall be adjusted accordingly to reflect their respective portion of the Default Shares.
