Common use of Lapse and Reinstatement of Right Clause in Contracts

Lapse and Reinstatement of Right. In the event any New Security Offeree fails to exercise the Right of First Offer provided in this Section 9 within said ten (10) Business Day period, then any other New Security Offeree that elects to purchase all of its Pro Rata Portion of the New Securities in said ten (10) Business Day period shall have the option to purchase such unsubscribed shares of New Securities on the same terms and conditions set forth in this Section 9 within fifteen (15) Business Days after such New Security Offeree receives notice from the Company of such unsubscribed shares, which period of time may be delayed up to thirty (30) Business Days in order to permit such acquisition of such New Securities to be made in conformity with applicable laws, including the HSR Act. In the event any New Security Offeree fails to exercise the Right of First Offer provided in this Section 9 to purchase all of the New Securities set forth in the Financing Notice within said ten (10) Business Day period, the Company shall have a period of three (3) months thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) Business Days from the date of said agreement) to sell the New Securities not elected to be purchased by such New Security Offeree at the price and upon terms no less favorable to the Company than those contained in the Financing Notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said three (3) month period (or sold and issued New Securities in accordance with the foregoing within thirty (30) Business Days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to each New Security Offeree as provided in Section 9.1 above.

Lapse and Reinstatement of Right. In the event any New Security Offeree a RFO Holder fails to exercise the Right of First Offer provided in this Section 9 within said ten 2 in the manner provided above and the New Securities being offered by the Company in connection with such Right of First are being offered in conjunction with a bona fide financing with the primary intent to raise equity, the shares of Preferred Stock held by such RFO Holder shall, except as to any Permitted Failure (10as defined in Section 1.4 of the Series B Agreement) Business Day periodfor which Permitted Failure the automatic conversion pursuant to Article V.4(k) of the Restated Certificate shall not apply) automatically convert, then any other New Security Offeree that elects immediately prior to the closing of such issuance in which such holder does not purchase all of at least its Pro Rata Portion (or such RFO Holder’s pro rata share of such lesser number of shares as may be agreed upon in writing prior to such issuance by the Company and the Investors holding at least a majority of the New Securities in said ten (10Preferred Stock held by the Investors, such majority calculated excluding such RFO Holder) Business Day period shall have the option to purchase such unsubscribed into shares of New Securities on the same terms and conditions set forth in this Section 9 within fifteen (15) Business Days after such New Security Offeree receives notice from Common Stock of the Company of such unsubscribed shares, which period of time may be delayed up to thirty (30in accordance with Article V.4(k) Business Days in order to permit such acquisition of such New Securities to be made in conformity with applicable laws, including the HSR Act. In the event any New Security Offeree fails to exercise the Right of First Offer provided in this Section 9 to purchase all of the New Securities set forth in the Financing Notice within said ten (10) Business Day period, the Restated Certificate. The Company shall have a period of three ninety (390) months days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty sixty (3060) Business Days days from the date of said agreement) to sell the New Securities not elected to be purchased by such New Security Offeree RFO Holder at the price and upon the terms no less more favorable to the Company purchasers of such securities than those contained specified in the Financing NoticeCompany’s notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said three ninety (390) month day period (or sold and issued New Securities in accordance with the foregoing within thirty sixty (3060) Business Days days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to each New Security Offeree as the RFO Holder in the manner provided in Section 9.1 above.

Lapse and Reinstatement of Right. In the event GEPT, any New Security Offeree Class B Securityholder and/or Class C Securityholder fails to exercise the Right of First Offer provided in this Section 9 10 within said ten (10) Business Day period, then GEPT or any other New Security Offeree Class B Securityholder or Class C Securityholder, as the case may be, that elects to purchase all of its Pro Rata Portion of the New Securities in said ten (10) Business Day period shall have the option to purchase such unsubscribed shares of New Securities on the same terms and conditions set forth in this Section 9 within fifteen (15) Business Days after GEPT, such New Security Offeree Class B Securityholder and/or Class C Securityholder, as the case may be, receives notice from the Company of such unsubscribed shares, which period of time may be delayed up to thirty (30) Business Days in order to permit such acquisition of such New Securities to be made in conformity with applicable laws, including the HSR Act. In the event GEPT, any New Security Offeree Class B Securityholder and/or Class C Securityholder fails to exercise the Right of First Offer provided in this Section 9 10 to purchase all of the New Securities set forth in the Financing Notice within said ten (10) Business Day period, the Company shall have a period of three (3) months thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) Business Days from the date of said agreement) to sell the New Securities not elected to be purchased by GEPT, such New Security Offeree Class B Securityholder and/or Class C Securityholder at the price and upon terms no less favorable to the Company than those contained in the Financing Notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said three (3) month period (or sold and issued New Securities in accordance with the foregoing within thirty (30) Business Days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to GEPT, each New Security Offeree Class B Securityholder and Class C Securityholder as provided in Section 9.1 10.1 above.

Lapse and Reinstatement of Right. In the event any New Security Offeree Class B Securityholder fails to exercise the Right of First Offer provided in this Section 9 10 within said ten (10) Business Day period, then any other New Security Offeree Class B Securityholder that elects to purchase all of its Pro Rata Portion of the New Securities in said ten (10) Business Day period shall have the option to purchase such unsubscribed shares of New Securities on the same terms and conditions set forth in this Section 9 10 within fifteen (15) Business Days after such New Security Offeree Class B Securityholder receives notice from the Company of such unsubscribed shares, which period of time may be delayed up to thirty (30) Business Days in order to permit such acquisition of such New Securities to be made in conformity with applicable laws, including the HSR Act. In the event any New Security Offeree Class B Securityholder fails to exercise the Right of First Offer provided in this Section 9 10 to purchase all of the New Securities set forth in the Financing Notice within said ten (10) Business Day period, the Company shall have a period of three (3) months thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) Business Days from the date of said agreement) to sell the New Securities not elected to be purchased by such New Security Offeree Class B Securityholder at the price and upon terms no less favorable to the Company than those contained in the Financing Notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said three (3) month period (or sold and issued New Securities in accordance with the foregoing within thirty (30) Business Days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to each New Security Offeree Class B Securityholder as provided in Section 9.1 10.1 above.

Lapse and Reinstatement of Right. In the event any New Security Offeree fails to exercise no Rights Holder exercises the Right of First Offer provided in this Section 9 5 within said the ten (10) Business Day periodbusiness day period of Section 5(b), then any other New Security Offeree that elects to purchase all of its Pro Rata Portion of the New Securities in said ten (10) Business Day period Selling Stockholder shall have one-hundred and eighty (180) days thereafter to sell the option Securities not elected to purchase be purchased by such unsubscribed shares of New Securities on Rights Holders at the same price and upon the terms and conditions set forth in this Section 9 within fifteen (15) Business Days after such New Security Offeree receives notice from no more favorable to the Company purchasers of such unsubscribed shares, which period Securities than specified in the Notice of time may be delayed up to thirty (30) Business Days in order to permit such acquisition of such New Securities to be made in conformity with applicable laws, including the HSR ActSale. In the event the Selling Stockholder has not sold the Securities or entered into a binding agreement to sell the Securities within said one-hundred and eighty (180) day period, the Selling Stockholder shall not thereafter issue or sell any New Security Offeree fails Securities without first offering such shares to exercise the Stockholders and Investors in accordance with this Section 5. In the event no Rights Holder exercises the Right of First Offer provided in this Section 9 to purchase all of 5 within the New Securities set forth in the Financing Notice within said ten (10) Business Day periodbusiness day period of Section 5(b), the Company Selling Stockholder shall have a period of three one-hundred and eighty (3180) months days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) Business Days from the date of said agreement) to sell the New Securities not elected to be purchased by such New Security Offeree Rights Holders at the price and upon the terms no less more favorable to the Company purchasers of such Securities than those contained specified in the Financing NoticeNotice of Sale. In the event the Company Selling Stockholder has not sold the New Securities or entered into an a binding agreement to sell the New Securities within said three one-hundred and eighty (3180) month period (or sold and issued New Securities in accordance with the foregoing within thirty (30) Business Days from the date of said agreement)day period, the Company Selling Stockholder shall not thereafter issue or sell any New Securities without first offering such securities shares to each New Security Offeree as provided the Stockholders and Investors in accordance with this Section 9.1 above5.