Common use of Involuntary Transfers of Shares Clause in Contracts

Involuntary Transfers of Shares. In the event of any Involuntary Transfer (as hereinafter defined) by any Stockholder of any Shares, the following procedures shall apply: (a) The Stockholder deprived or divested of Shares by the Involuntary Transfer (the "Transferor") shall promptly give written notice of such Involuntary Transfer in reasonable detail to the other Stockholders (for purposes of this Section 8, collectively, the "Other Stockholders") and the person or persons who take or propose to take any interest in such Shares (the "Subject Shares") as a result of such Involuntary Transfer (the "Transferee") shall hold such interest subject to the rights of the Other Stockholders as set forth below. (i) Upon receipt of the notice referred to in Section 8(a) above or upon discovery of such Involuntary Transfer, the Company shall cause the determination of Fair Market Value or appraisal referred to in Section 8(c) to be made and notice of such determination or appraisal shall be delivered to each of the Other Stockholders within ten (10) days of the receipt of the notice referred to in Section 8(a). Each of the Other Stockholders shall have the irrevocable option, but not the obligation, for a period of sixty (60) days following receipt by all Other Stockholders of the results of such determination of Fair Market Value or appraisal, to purchase the Subject Shares, subject to the terms set forth herein. If such Subject Shares are shares of Common Stock or Warrants, each Other Stockholder may exercise the option for the number of shares of Common Stock bearing the same relation to the total number of Subject Shares as (x) such Other Stockholder's percentage interest (including through Warrants) in shares of Common Stock bears to (y) the aggregate percentage interest (including through Warrants) in shares of Common Stock then held by all of the Other Stockholders exercising such option (and purchasing Subject Shares under Section 8(c) below), or for such other number of Subject Shares as all of the Other Stockholders exercising such option may agree in writing. If such Subject Shares are Preferred Shares, each Other Stockholder may exercise the option for the number of Preferred Shares bearing the same relation to the total number of Preferred Shares as (x) such Other Stockholder's percentage interest in Preferred Shares bears to (y) the aggregate percentage interest in Preferred Shares then held by all of the Other Stockholders exercising such option (and purchasing Preferred Shares under Section 8(c) below), or for such other number of Preferred Shares as all of the Other Stockholders exercising such option may agree in writing. All exercises of such option or options shall be in writing, shall specify the number of Subject Shares to be purchased and shall be effective upon receipt thereof by the Transferee. (ii) Notwithstanding the foregoing, it is agreed that (x) during the first thirty (30) days of the sixty (60) day period described above, if the Transferor is a Management Stockholder, Reliance Stockholder or Swiss Re Stockholder, then the other members of the Transferor's Stockholder Group shall have the exclusive right to purchase all of the Subject Shares (such right to be exercised in the manner set forth in the preceding paragraph, except that, for purposes of the second sentence of the preceding paragraph, such other members shall be deemed to be all of the "Other Stockholders"), and (y) only after such first thirty (30) day period shall the Other Stockholders also be entitled to purchase the Subject Shares as to which the other members of the Transferor's Stockholder Group have not exercised an option under this Section 8 (or which are not purchased, even though an option may have been exercised, under Section 8(c) below). Such right under this paragraph (b)(ii) shall be exercised in the manner set forth in the preceding paragraph. The Stockholders who shall have had the exclusive right to purchase the Subject Shares during such first thirty (30) day period shall also have the right to exercise the option granted under this Section 8 during the second thirty (30) day period in accordance with the preceding paragraph. (c) The closing for any such sale of Subject Shares to one or more Other Stockholders shall be at the offices of the Company on the date specified by each Other Stockholder in its notice of exercise, but in any event not prior to the expiration of the sixty (60) day period nor later than forty-five (45) days after the end of such sixty (60) day period. The purchase price per share of any Subject Shares purchased pursuant to this Section 8 shall be (i) in the event the Common Stock is listed on the Nasdaq National Market or a national securities exchange, the Fair Market Value (as defined in the Warrant) per share of the Common Stock, or (ii) the amount which is equal to the fair value, as of the Valuation Date (as hereinafter defined), of a Subject Share, as such fair value is determined by an independent appraiser selected by the Company and reasonably acceptable to holders of a majority of the then outstanding Shares held by the Other Stockholders, and the costs of such appraisal shall be paid by the Company. The "Valuation Date" shall be the last day of the calendar quarter immediately preceding the Involuntary Transfer.

Involuntary Transfers of Shares. In the event of any Involuntary Transfer (as hereinafter defined) by any the Stockholder of any Shares, the following procedures shall apply: (a) The If the Stockholder is deprived or divested of Shares by the an Involuntary Transfer (the "Transferor") Transfer, he or she shall promptly give written notice of such Involuntary Transfer in reasonable detail to the other Stockholders stockholder[s] of the Company who have entered into a Stockholder Agreement or similar instrument with the Company for the purpose of imposing upon those stockholders Share transfer restrictions, or providing those stockholders with rights similar to those provided herein, and each of their permitted transferees (for purposes of this Section 8, collectively, the "Other Stockholders" and together with the Stockholder, the ") Stockholders"), and the person or persons who take or propose to take any interest in such Shares (the "Subject Shares") as a result of such Involuntary Transfer (the "Transferee") shall hold such interest subject to the rights of the Other Stockholders as set forth below. (ib) Upon receipt of the notice referred to in Section 8(a3(a) above or upon discovery of such Involuntary Transfer, the Company shall cause the determination of Fair Market Value or appraisal referred to in Section 8(c) to be made and notice of such determination or appraisal shall be delivered to each of the Other Stockholders within ten (10) days of the receipt of the notice referred to in Section 8(a). Each of the Other Stockholders shall have the irrevocable option, exercisable by written notice (specifying the number of Subject Shares to be purchased) to the Transferor within 60 days following the receipt of such notice (or other discovery), but not the obligation, for a period of sixty (60) days following receipt by all Other Stockholders of the results of such determination of Fair Market Value or appraisal, to purchase the Subject Shares, subject to the terms set forth herein. If such Subject Shares are shares of Common Stock or Warrants, each Each Other Stockholder may exercise the option for the a number of shares of Common Stock bearing Subject Shares that bears the same relation to the total number of Subject Shares as (x) such the number of shares held by that Other Stockholder's percentage interest (including through Warrants) in shares of Common Stock Stockholder bears to (y) the aggregate percentage interest (including through Warrants) in number of shares of Common Stock then held by all of the Other Stockholders exercising such option (and purchasing Subject Shares under Section 8(c) below)option, or for such other number of Subject Shares as all of the Other Stockholders exercising such option may agree agree. Upon the termination of that 60-day period, the Stockholder shall notify the Company in writing. If such Subject Shares are Preferred Shares, each Other Stockholder may exercise the option for the number writing of Preferred Shares bearing the same relation to the total number of Preferred Shares as (x) such Other Stockholder's percentage interest in Preferred Shares bears to (y) the aggregate percentage interest in Preferred Shares then held by all of the Other Stockholders exercising such option (and purchasing Preferred Shares under Section 8(c) below), or for such other number of Preferred Shares as all of the Other Stockholders exercising such option may agree in writing. All exercises of such option or options shall be in writing, shall specify the number of Subject Shares that Other Stockholders have elected to be purchased and purchase in accordance with this provision; the Company shall be effective upon receipt thereof by then have an option, exercisable within 15 days after the Transferee. (ii) Notwithstanding Stockholder gives the foregoing, it is agreed that (x) during Company the notice referred to in the first thirty (30) days clause of this sentence, but not the sixty (60) day period described aboveobligation, if the Transferor is a Management Stockholder, Reliance Stockholder or Swiss Re Stockholder, then the other members of the Transferor's Stockholder Group shall have the exclusive right to purchase all of the any Subject Shares (such right to be exercised in the manner set forth in the preceding paragraph, except that, for purposes of the second sentence of the preceding paragraph, such other members shall be deemed to be all of the "Other Stockholders"), and (y) only after such first thirty (30) day period shall the Other Stockholders also be entitled to purchase the Subject Shares as to which the other members of the Transferor's Stockholder Group have not exercised an option under this Section 8 (or which are not purchased, even though an option may have been exercised, under Section 8(c) below). Such right under this paragraph (b)(ii) shall be exercised in the manner set forth in the preceding paragraph. The Stockholders who shall have had the exclusive right elected to purchase the Subject Shares during such first thirty (30) day period shall also have the right to exercise the option granted under this Section 8 during the second thirty (30) day period in accordance with the preceding paragraphpurchase. (c) The closing for of any such sale of Subject Shares to one or more Other Stockholders or, if applicable, the Company, shall be at the offices of the Company on the date specified by each Other Stockholder in its notice of exercise, but in any event not prior to the expiration of the sixty (60) day period nor later than forty-five (45) 30 days after the end Stockholder provides the Company with the written notice referred to in the first clause of such sixty the last sentence of (60b) day periodabove. The purchase price per share Share of any Subject Shares purchased pursuant to this Section 8 3 shall be (i) in the event the Common Stock is listed on the Nasdaq National Market or a national securities exchange, the Fair Market Value (as defined in the Warrant) per share of the Common Stock, or (ii) the amount which that is equal to the fair value, as of market value (determined without giving effect to the Valuation Date (as hereinafter defined), of a fact that the Subject Share, as such fair value is determined by an independent appraiser selected by the Company and reasonably acceptable to holders of a majority of the then outstanding Shares held by the Other Stockholders, and the costs of such appraisal shall be paid by the Company. The "Valuation Date" shall be the last day of the calendar quarter immediately preceding the Involuntary Transfer.may represent a

Involuntary Transfers of Shares. In the event of any Involuntary Transfer (as hereinafter defined) by any Stockholder of any Shares, the following procedures shall apply: (a) The Stockholder deprived or divested of Shares by the Involuntary Transfer (the "Transferor") shall promptly give written notice of such Involuntary Transfer in reasonable detail to the other Stockholders (for purposes of this Section 8, collectively, the "Other Stockholders") and the person or persons who take or propose to take any interest in such Shares (the "Subject Shares") as a result of such Involuntary Transfer (the "Transferee") shall hold such interest subject to the rights of the Other Stockholders as set forth below. (i) Upon receipt of the notice referred to in Section 8(a) above or upon discovery of such Involuntary Transfer, the Company shall cause the determination of Fair Market Value or appraisal referred to in Section 8(c) to be made and notice of such determination or appraisal shall be delivered to each of the Other Stockholders within ten (10) days of the receipt of the notice referred to in Section 8(a). Each of the Other Stockholders shall have the irrevocable option, but not the obligation, for a period of sixty (60) days following receipt by all Other Stockholders of the results of such determination of Fair Market Value or appraisal, to purchase the Subject Shares, subject to the terms set forth herein. If such Subject Shares are shares of Common Stock or Warrants, each Other Stockholder may exercise the option for the number of shares of Common Stock bearing the same relation to the total number of Subject Shares as (x) such Other Stockholder's percentage interest (including through Warrants) in shares of Common Stock bears to (y) the aggregate percentage interest (including through Warrants) in shares of Common Stock then held by all of the Other Stockholders exercising such option (and purchasing Subject Shares under Section 8(c) below), or for such other number of Subject Shares as all of the Other Stockholders exercising such option may agree in writing. If such Subject Shares are Preferred Shares, each Other Stockholder may exercise the option for the number of Preferred Shares bearing the same relation to the total number of Preferred Shares as (x) such Other Stockholder's percentage interest in Preferred Shares bears to (y) the aggregate percentage interest in Preferred Shares then held by all of the Other Stockholders exercising such option (and purchasing Preferred Shares under Section 8(c) below), or for such other number of Preferred Shares as all of the Other Stockholders exercising such option may agree in writing. All exercises of such option or options shall be in writing, shall specify the number of Subject Shares to be purchased and shall be effective upon receipt thereof by the Transferee. (ii) Notwithstanding the foregoing, it is agreed that (x) during the first thirty (30) days of the sixty (60) day period described above, if the Transferor is a Management Stockholder, Reliance Stockholder or Swiss Re Stockholder, then the other members of the Transferor's Stockholder Group shall have the exclusive right to purchase all of the Subject Shares (such right to be exercised in the manner set forth in the preceding paragraph, except that, for purposes of the second sentence of the preceding paragraph, such other members shall be deemed to be all of the "Other Stockholders"), and (y) only after such first thirty (30) day period shall the Other Stockholders also be entitled to purchase the Subject Shares as to which the other members of the Transferor's Stockholder Group have not exercised an option under this Section 8 (or which are not purchased, even though an option may have been exercised, under Section 8(c) below). Such right under this paragraph (b)(ii) shall be exercised in the manner set forth in the preceding paragraph. The Stockholders who shall have had the exclusive right to purchase the Subject Shares during such first thirty (30) day period shall also have the right to exercise the option granted under this Section 8 during the second thirty (30) day period in accordance with the preceding paragraph. (c) The closing for any such sale of Subject Shares to one or more Other Stockholders shall be at the offices of the Company on the date specified by each Other Stockholder in its notice of exercise, but in any event not prior to the expiration of the sixty (60) day period nor later than forty-five (45) days after the end of such sixty (60) day period. The purchase price per share of any Subject Shares purchased pursuant to this Section 8 shall be (i) in the event the Common Stock is listed on the Nasdaq National Market or a national securities exchange, the Fair Market Value (as defined in the Warrant) per share of the Common Stock, or (ii) the amount which is equal to the fair value, as of the Valuation Date (as hereinafter defined), of a Subject Share, as such fair value is determined by an independent appraiser selected by the Company and reasonably acceptable to holders of a majority of the then outstanding Shares held by the Other Stockholders, and the costs of such appraisal shall be paid by the Company. The "Valuation Date" shall be the last day of the calendar quarter immediately preceding the Involuntary Transfer.-10-

Involuntary Transfers of Shares. In the event of any Involuntary Transfer (as hereinafter defined) by any Stockholder of any Shares, the following procedures shall apply: (a) The If a Stockholder (the "Transferor") is deprived or divested of Shares by the any Transfer by or in which he, she or it shall be involuntarily deprived or involuntarily divested of any right, title or interest in or to any Shares, including, without limitation, any levy of execution, transfer in connection with bankruptcy, reorganization, insolvency or similar proceedings (an "Involuntary Transfer (the Transfer"Transferor") ), he, she or it shall promptly give written notice of such Involuntary Transfer in reasonable detail to the other Stockholders Company (for purposes of this Section 8, collectively, the an "Other StockholdersInvoluntary Transfer Notice") and the ). The person or persons (the "Transferee") who take or propose to take any interest in such the Shares (the "Subject Shares") as a result of subject or proposed to be subject to such Involuntary Transfer (the "TransfereeSubject Shares") shall hold such interest subject to the rights of the Other Stockholders as Company and its designees set forth below. (ib) Upon receipt of the notice referred to in Section 8(a) above an Involuntary Transfer Notice or upon discovery of such an Involuntary Transfer, the Company shall cause the determination of Fair Market Value or appraisal referred to in Section 8(c(and its designees) to be made and notice of such determination or appraisal shall be delivered to each of the Other Stockholders within ten (10) days of the receipt of the notice referred to in Section 8(a). Each of the Other Stockholders shall have the irrevocable option, but not the obligation, for a period of sixty (60) days following receipt by all Other Stockholders of the results of such determination of Fair Market Value or appraisal, to purchase the Subject Shares, subject to the terms set forth herein. If such Subject Shares are shares of Common Stock or Warrants, each Other Stockholder may exercise the option for the number of shares of Common Stock bearing the same relation to the total number of Subject Shares as by giving written notice (x) such Other Stockholder's percentage interest (including through Warrants) in shares of Common Stock bears to (y) the aggregate percentage interest (including through Warrants) in shares of Common Stock then held by all of the Other Stockholders exercising such option (and purchasing Subject Shares under Section 8(c) below), or for such other number of Subject Shares as all of the Other Stockholders exercising such option may agree in writing. If such Subject Shares are Preferred Shares, each Other Stockholder may exercise the option for the number of Preferred Shares bearing the same relation to the total number of Preferred Shares as (x) such Other Stockholder's percentage interest in Preferred Shares bears to (y) the aggregate percentage interest in Preferred Shares then held by all of the Other Stockholders exercising such option (and purchasing Preferred Shares under Section 8(c) below), or for such other number of Preferred Shares as all of the Other Stockholders exercising such option may agree in writing. All exercises of such option or options shall be in writing, shall specify specifying the number of Subject Shares to be purchased and shall be effective upon purchased) to the Transferor within 60 days following the receipt thereof by the Transferee. (ii) Notwithstanding the foregoing, it is agreed that (x) during the first thirty (30) days of the sixty (60) day period described abovesuch Involuntary Transfer Notice or following discovery of such Involuntary Transfer, if later. The Company and/or any of its designees may exercise the Transferor is a Management Stockholder, Reliance Stockholder option for all or Swiss Re Stockholder, then the other members of the Transferor's Stockholder Group shall have the exclusive right to purchase all any part of the Subject Shares (such right to be exercised in the manner set forth in the preceding paragraph, except that, for purposes of the second sentence of the preceding paragraph, such other members shall be deemed to be all of the "Other Stockholders"), and (y) only after such first thirty (30) day period shall the Other Stockholders also be entitled to purchase the Subject Shares as to which the other members of the Transferor's Stockholder Group have not exercised an option under this Section 8 (or which are not purchased, even though an option may have been exercised, under Section 8(c) below). Such right under this paragraph (b)(ii) shall be exercised in the manner set forth in the preceding paragraph. The Stockholders who shall have had the exclusive right to purchase the Subject Shares during such first thirty (30) day period shall also have the right to exercise the option granted under this Section 8 during the second thirty (30) day period in accordance with the preceding paragraphShares. (c) The closing for of any such sale of Subject Shares to one the Company or more Other Stockholders any of its designees, as the case may be, shall be at the offices of the Company on the date specified by each Other Stockholder in its the notice pursuant to which the Company or any of exercisesuch designees, as the case may be, exercised the option pursuant to Section 2(b), but in any no event not prior to the expiration of the sixty (60) day period nor later shall such closing be more than forty-five (45) 30 days after the end date of such sixty (60) day periodnotice. The purchase price per share of any Subject Shares purchased pursuant to this Section 8 2 shall be (i) in the event the Common Stock is listed on the Nasdaq National Market or a national securities exchange, the Fair Market Value (as defined in the Warrant) per share of the Common Stock, or (ii) the amount which that is equal to the fair value, as market value of the Valuation Date (Subject Shares as hereinafter defined), of a Subject Share, as such fair value is determined in good faith by an independent appraiser selected by the Company and reasonably acceptable to holders of a majority of the then outstanding members of the Board of Directors of the Company as of the proposed date of their Involuntary Transfer, payable in immediately available funds. (d) To the extent the Subject Shares held are not purchased by the Other StockholdersCompany or its designees pursuant to this Section 2, the Transferee shall execute and deliver to the costs of such appraisal shall Company an instrument, satisfactory to the Company, which evidences the Transferee's agreement to be paid bound by the Company. The "Valuation Date" shall be provisions hereof with the last day of same rights and obligations as the calendar quarter immediately preceding the Involuntary TransferTransferor.