Common use of Investors’ Option to Purchase Clause in Contracts

Investors’ Option to Purchase. (a) Each Investor shall have an option, exercisable for a period of 15 days from the date of delivery of the Investor Notice, to purchase its pro rata share of the Remaining Shares for the consideration per share and on terms and conditions no less favorable than those set forth in the Seller’s Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company. Alternatively, each Investor may within the same 15-day period notify the Secretary of the Company and the Selling Restricted Stockholder in writing of its desire to participate in the sale of the Shares pursuant to Section 3.6 on the terms set forth in the Seller’s Notice and the number of Shares it proposes to sell. (b) In the event options to purchase have been exercised by the Investors with respect to some but not all of the Remaining Shares, those Investors who have exercised their options within the 15-day period specified in Section 3.5(a) shall have an additional option, for a period of five (5) days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Shares on terms and conditions no less favorable than those set forth in the Seller’s Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are two or more such Investors that choose to exercise the last-mentioned option for a total number of Shares in excess of the number available, the Shares available for each such Investor’s option shall be allocated to such Investor pro rata based on the number of shares of Preferred Stock calculated on an as-converted to Common Stock basis owned by the Investors so electing. (c) If the options to purchase the Remaining Shares are exercised in full by the Investors, the Secretary of the Company shall promptly notify all of the exercising Investors of that fact. The closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later than five days after the date of such notice to the Investors. (d) Any Shares sold by a Selling Restricted Stockholder in compliance with the provisions of Sections 3.3 through 3.6 of this Agreement shall be transferred free and clear of the covenants, agreements and restrictions set forth in Section 3 of this Agreement, provided, that, the transferee and any subsequent transferee of the Shares shall hold the Shares so acquired subject to all other covenants, agreements and restrictions imposed by this Agreement and shall be deemed a party to this Agreement for all other purposes. As a condition to any such Transfer, (i) the transferor shall notify the Company and the other Stockholders thereof, which notice shall include a brief description of such Transfer and (ii) each transferee shall execute and deliver a written instrument agreeing to be bound by the provisions of this Agreement (other than the provisions of this Section 3).

Investors’ Option to Purchase. (a) Each 6.1. Subject to Section 7.1, each Investor shall have an option, exercisable for a period of 15 days from the date of delivery of the Investor Notice, to purchase its purchase, on a pro rata share basis according to the number of Shares owned by such Investor, the Remaining Shares for the consideration per share and on the terms and conditions no less favorable than those set forth in the Seller’s Notice. Such option shall be exercised by delivery by such Investor of written notice to the Secretary of the Company. Alternatively, each Investor may within the same 15-day period period, notify the Secretary of the Company and the Selling Restricted Stockholder in writing of its desire de sire to participate in the sale of the Shares pursuant to Section 3.6 on the terms set forth in the Seller’s Notice Notice, and the number of Shares it proposes wishes to sell. (b) 6.2. In the event options to purchase have been exercised by the Investors with respect to some but not all of the Remaining Shares, those Investors who have exercised their options within the 15-day period specified in Section 3.5(a) 6.1 shall have an additional option, for a period of five (5) days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Shares on the terms and conditions no less favorable than those set forth in the Seller’s Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are two or more such Investors that choose to exercise the last-mentioned option for a total number of Remaining Shares in excess of the number available, the Remaining Shares available for each such Investor’s option shall be allocated to such Investor pro rata based on the number of shares of Preferred Stock calculated on an as-converted to Common Stock basis Shares owned by the Investors so electing. (c) 6.3. If the options to purchase the Remaining Shares are exercised in full by the Investors, the Secretary of the Company shall promptly immediately notify all of the exercising Investors of that fact. The closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later than five days after the date of such notice to the Investors. (d) Any Shares sold by a Selling Restricted Stockholder in compliance with . Neither the provisions of Sections 3.3 through 3.6 of this Agreement shall be transferred free and clear Company nor any of the covenants, agreements and restrictions set forth in Section 3 of this Agreement, provided, that, the transferee and Investors shall have any subsequent transferee right to purchase any of the Offered Shares shall hold the Shares so acquired subject to all other covenants, agreements and restrictions imposed by this Agreement and shall be deemed a party to this Agreement for all other purposes. As a condition to any such Transfer, (i) the transferor shall notify hereunder unless the Company and and/or the other Stockholders thereof, which notice shall include a brief description Investors exercise their option or options to purchase all of such Transfer and (ii) each transferee shall execute and deliver a written instrument agreeing to be bound by the provisions of this Agreement (other than the provisions of this Section 3)Offered Shares.

Investors’ Option to Purchase. (a) Each Investor shall have an option, exercisable for a period of 15 fifteen (15) business days from the date of delivery to such Investor of the Investor NoticeNotice (the “Secondary Option Period”), to purchase its pro rata share (based on the number of shares of Stock owned by such Investor as a percentage of total shares of Stock owned by all Investors) of the Remaining Shares for the consideration per share and on the terms and conditions no less favorable than those set forth in the Seller’s Transfer Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company. Alternatively, each Investor may within the same 15-day period notify the Secretary of the Company and the Selling Restricted Stockholder in writing of its desire to participate in the sale of the Shares pursuant to Section 3.6 on the terms set forth in the Seller’s Notice and the number of Shares it proposes to sell. (b) In the event options to purchase have been exercised by the Investors with respect to some but not all of the Remaining Shares, the Company shall, promptly following and in no event later than the second business day following the expiration of the Secondary Option Period, give written notice of that fact to those Investors who have exercised their options in full within such period (the “Second Investor Notice”). The Second Investor Notice shall specify the number of Remaining Shares the Investors have not elected to purchase. Each Investor who has exercised its or his option in full within the 15-day period specified in Section 3.5(a) Secondary Option Period shall have an additional optionoption (the “Over-Allotment Option”), for a period of five ten (510) business days next succeeding after delivery to such Investor of the expiration of such 15Second Investor Notice (the “Over-day periodAllotment Option Period”), to purchase all or any part of the balance of such Remaining Shares on the terms and conditions no less favorable than those set forth in the Seller’s Transfer Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are that two or more such Investors that choose to exercise the lastOver-mentioned option Allotment Option for a total number of Remaining Shares in excess of the number available, the Remaining Shares available for each such Investor’s option Over-Allotment Option shall be allocated to such Investor pro rata based on the number of shares of Preferred Stock calculated on an as-converted to Common Stock basis owned by the all Investors so electingelecting to exercise their Over-Allotment Options. (c) If the Investors exercise their options to purchase all of the Remaining Shares are exercised in full by the InvestorsShares, the Secretary of if any, the Company shall promptly immediately notify all of the exercising Investors of that fact. The , and the closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later than forty-five (45) business days after the date delivery of such notice to such Investors. In the Investorsevent the Investors exercise their options with respect to fewer than all of the Remaining Shares, if any, the Company shall, promptly following and in no event later than the second business day following the expiration of the Over-Allotment Option Period (or, if no Investor exercises his or its option pursuant to Section 2.4(a), the Secondary Option Period), give written notice of that fact to the Selling Party specifying the number of Remaining Shares available for sale pursuant to Section 2.5. (d) Any Shares sold by a The Selling Restricted Stockholder in compliance with the provisions of Sections 3.3 through 3.6 of this Agreement Party shall be transferred free and clear of copied on all notices to the covenants, agreements and restrictions set forth in Section 3 of this Agreement, provided, that, the transferee and any subsequent transferee of the Shares shall hold the Shares so acquired subject to all other covenants, agreements and restrictions imposed by this Agreement and shall be deemed a party to this Agreement for all other purposes. As a condition to any such Transfer, (i) the transferor shall notify the Company and the other Stockholders thereof, which notice shall include a brief description of such Transfer and (ii) each transferee shall execute and deliver a written instrument agreeing to be bound by the provisions of this Agreement (other than the provisions of this Section 3)Company.