Common use of Reacquisition Right Clause in Contracts

Reacquisition Right. (i) Subject to the vesting schedule set forth in Section 3(a)(iii), the Shares shall, upon Recipient’s termination of Service (as defined in the Plan), be subject to a reacquisition right in favor of the Company (the “Reacquisition Right”). There shall be no consideration required to be paid for the redemption of shares pursuant to the Reacquisition Right; however, the Recipient shall be required to return to the Company any cash dividends paid or payable with respect to the Shares underlying the Reacquisition Right and for which the record date precedes the redemption. (ii) Unless Recipient is otherwise notified by the Company prior to the termination of Service that the Company does not intend to exercise its Reacquisition Right as to some or all of the Shares, the execution of this Agreement by the parties constitutes written notice to Recipient of the Company’s intention to exercise its Reacquisition Right with respect to all Shares to which such Reacquisition Right applies. As a result of any reacquisition of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being redeemed and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being redeemed by the Company, without further action by Recipient. (iii) All of the Shares shall initially be subject to the Reacquisition Right. Provided that Recipient remains continuously employed by the Company (or continues to provide services to the Company as a consultant), the Shares shall be released from the Reacquisition Right on January 20, 2013 so long as holders of the Company’s Series C-12 Convertible Preferred Stock have not redeemed any or all of their shares on or before such date.

Reacquisition Right. (i) Subject to The Company shall simultaneously with the vesting schedule set forth in Section 3(a)(iii), the Shares shall, upon Recipient’s termination of the Participant’s Service (as defined in the Plan), be subject to a reacquisition right in favor automatically reacquire for no consideration all of the Company Unvested Shares (the “Reacquisition Right”). There shall be no consideration required to be paid for the redemption of shares pursuant to the Reacquisition Right; however, the Recipient shall be required to return to unless the Company any cash dividends paid or payable with respect agrees to the Shares underlying the Reacquisition Right and for which the record date precedes the redemption. (ii) Unless Recipient is otherwise notified by the Company prior to the termination of Service that the Company does not intend to exercise waive its Reacquisition Right as to some or all of the Unvested Shares, the execution of this Agreement . Any such waiver shall be exercised by the parties constitutes Company by written notice to Recipient the Participant (with a copy to Escrow Agent) within ninety (90) days after the termination of Service, and Escrow Agent may then release to the Participant the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Reacquisition Right as to all of the Company’s intention Unvested Shares, then upon such termination of Service, Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring. The Reacquisition Right shall expire when all of the shares have become Vested Shares. Notwithstanding the foregoing, if necessary to avoid a charge to earnings for financial accounting purposes, the Company shall not exercise its Reacquisition Right with respect to all Shares to which until at least six (6) months (or such Reacquisition Right applies. As a result other period required for financial accounting purposes) have elapsed following the Participant’s acquisition of any reacquisition the shares of Shares Stock issued pursuant to this Award, unless otherwise determined by the Board. In the event of a Change of Control or other change in the Company’s capital structure (as provided in Section 3(a5 of the Plan), the Company shall become the legal and beneficial owner of the Shares being redeemed and shall have all rights and interest therein or related thereto, and Reacquisition Right may be assigned by the Company shall have the right to transfer to its own name the number of Shares being redeemed by the Company, without further action by Recipient. (iii) All of the Shares shall initially be subject to the Reacquisition Right. Provided that Recipient remains continuously employed by successor of the Company (or continues to provide services to the Company as a consultantsuch successor’s parent corporation), if any, in connection with such transaction. To the Shares shall be released from extent the Reacquisition Right on January 20remains in effect following such transaction, 2013 so long as holders it shall apply to the new capital stock or other property received in exchange for the Stock under this Award in consummation of the Company’s Series C-12 Convertible Preferred Stock have not redeemed any or all of their shares on or before such datetransaction.