Common use of REPAYMENT ELECTION Clause in Contracts

REPAYMENT ELECTION. (a) Subject to this Section 8, in the event the Company does not close an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company by August 13, 2007, the Guarantor, by providing written notice to the Company (the “Repayment Election Notice”) at any time between August 13, 2007 and October 15, 2007, may compel the Company to effectuate (i) a BlueCrest Loan Satisfaction or (ii) a BlueCrest Loan Satisfaction and a Loan Satisfaction. Within two (2) days of the Company’s receipt of the Repayment Election Notice, the Company shall (x) provide notice (the “Other Guarantor Notice”) to Mx. Xxxxx Xxxxxx, Dr. Wxxxxxx Xxxxxx, Mr. and Mxx. Xxxxxx X. Leonhardt and Magellan Group Investments, LLC (collectively, the “Other Guarantors”) of the Company’s receipt of the Repayment Election Notice and (y) (A) enter into the Requisite Substitution Agreements (as defined below) or (B) effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice). (b) In anticipation of its receipt of a Repayment Election Notice, the Company may seek to, but is not required to, locate Eligible Substitute Guarantors (as defined below) desiring to provide collateral to secure the Loan in substitution of the Pledged Letter of Credit. For purposes of this Agreement, an “Eligible Substitute Guarantor” is a natural person or entity that:

REPAYMENT ELECTION. (a) Subject to this Section 8, in the event the Company does not close an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company by August 13, 2007, the Guarantor, by providing written notice to the Company (the “Repayment Election Notice”) at any time between August 13, 2007 and October 15, 2007, may compel the Company to effectuate (i) a BlueCrest Loan Satisfaction or (ii) a BlueCrest Loan Satisfaction and a Loan Satisfaction. Within two (2) days of the Company’s receipt of the Repayment Election Notice, the Company shall (x) provide notice (the “Other Guarantor Notice”) to Mx. Xxxxx Xxxxxx, Dr. Wxxxxxx Xxxxxxthe R&A Sxxxxxx Family Limited Partnership, Mr. and Mxx. Xxxxxx X. Leonhardt and Magellan Group Investments, LLC (collectively, the “Other Guarantors”) of the Company’s receipt of the Repayment Election Notice and (y) ) (A) enter into the Requisite Substitution Agreements (as defined below) or (B) effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice). (b) In anticipation of its receipt of a Repayment Election Notice, the Company may seek to, but is not required to, locate Eligible Substitute Guarantors (as defined below) desiring to provide collateral to secure the Loan in substitution of the Pledged Letter of Credit. For purposes of this Agreement, an “Eligible Substitute Guarantor” is a natural person or entity that:

REPAYMENT ELECTION. (a) Subject to this Section 8, in the event the Company does not close an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company by August 13, 2007, the Guarantor, by providing written notice to the Company (the “Repayment Election Notice”) at any time between August 13, 2007 and October 15, 2007, may compel the Company to effectuate (i) a BlueCrest Loan Satisfaction or (ii) a BlueCrest Loan Satisfaction and a Loan Satisfaction. Within two (2) days of the Company’s receipt of the Repayment Election Notice, the Company shall (x) provide notice (the “Other Guarantor Notice”) to Mx. Xxxxx Xxxxxx, the R&A Sxxxxxx Family Limited Partnership, Dr. Wxxxxxx Xxxxxx, Mr. and Mxx. Xxxxxx X. Leonhardt and Magellan Group Investments, LLC (collectively, the “Other Guarantors”) of the Company’s receipt of the Repayment Election Notice and (y) (A) enter into the Requisite Substitution Agreements (as defined below) or (B) effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice). (b) In anticipation of its receipt of a Repayment Election Notice, the Company may seek to, but is not required to, locate Eligible Substitute Guarantors (as defined below) desiring to provide collateral to secure the Loan in substitution of the Pledged Letter of CreditPledge and the Personal Guaranty. For purposes of this Agreement, an “Eligible Substitute Guarantor” is a natural person or entity that: (i) is an “Accredited Investor”; (ii) is acceptable to the Bank, in the Bank’s sole discretion; (iii) agrees to provide collateral to secure the Loan, which collateral is acceptable to the Bank in the Bank’s sole discretion (“Substitute Collateral”); (iv) agrees to enter into a subordination agreement with BlueCrest Capital Finance, L.P., which subordination agreement is acceptable to BlueCrest Capital Finance, L.P. in its sole discretion; (v) agrees to enter into a loan guarantee, payment and security agreement with the Company on terms and conditions acceptable to the Company (“Substitute Loan Guarantee Agreements”); and (vi) agrees to be bound by that certain Indemnification Agreement, dated as of the date hereof, by and among the Guarantor and the Other Guarantors. (c) In the event that, within two (2) days of the date of the Company’s receipt of the Repayment Election Notice (the “Substitution Period”), (i) the Company enters into fully executed Substitute Loan Guarantee Agreements with one or more Eligible Substitute Guarantors agreeing to provide Substitute Collateral in an amount equal to or greater than $1,100,000 (the “Requisite Substitution Agreements”) and (ii) the Bank cancels the Pledge and the Personal Guaranty, then the Company shall have no obligation to effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction, as applicable, in accordance with Section 8(a). (d) In the event that the Company does not, within the Substitution Period, enter into the Requisite Substitution Agreements and the Bank has not cancelled the Pledge and the Personal Guaranty, the Company shall effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice) by the end of the Substitution Period. (e) In the event that, in accordance with the Repayment Election Notice, (i) the Company effectuates a BlueCrest Loan Satisfaction but not a Loan Satisfaction, (ii) the Company enters into the Requisite Substitution Agreements and (iii) the Bank cancels the Pledge and the Personal Guaranty: (i) the amount of the Guarantee Fee payable by the Company under this Agreement shall be determined by multiplying the Collateral Amount by 5.0% and multiplying the resulting amount by a fraction, the numerator of which is the number of days elapsed between the date hereof and the date the Pledge and Personal Guaranty is cancelled by the Bank, and the denominator of which is 365; and (ii) the Guarantor shall have no obligation to make any Guarantor Payments due after the end of the Substitution Period. (f) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that (i) the Company’s obligations under this Section 8 are a material inducement for Guarantor to enter into this Agreement and provide the Bank with the Pledge and the Personal Guaranty and but for the Company’s agreements under this Section 8, Guarantor would not have entered into this Agreement or provided the Bank with the Pledge and the Personal Guaranty; and (ii) that irreparable damage would occur to Guarantors in the event the provisions of this Section 8 are not performed in accordance with their specific terms by the Company or are otherwise breached by the Company. Accordingly, it is agreed that Guarantor shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which they may be entitled at law or equity. (g) In the event that, during the period commencing on the Effective Date and ending on August 13, 2007, the Company closes an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company, the Company shall effectuate a Loan Satisfaction within five (5) business days of the closing of such offering.

REPAYMENT ELECTION. (a) Subject to this Section 8, in the event the Company does not close an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company by August 13, 2007, the Guarantor, by providing written notice to the Company (the “Repayment Election Notice”) at any time between August 13, 2007 and October 15, 2007, may compel the Company to effectuate (i) a BlueCrest Loan Satisfaction or (ii) a BlueCrest Loan Satisfaction and a Loan Satisfaction. Within two (2) days of the Company’s receipt of the Repayment Election Notice, the Company shall (x) provide notice (the “Other Guarantor Notice”) to MxXx. Xxxxx Xxxxxx, Dr. Wxxxxxx Xxxxxxthe R&A Xxxxxxx Family Limited Partnership, Mr. and MxxXxx. Xxxxxx X. Leonhardt and Magellan Group Investments, LLC (collectively, the “Other Guarantors”) of the Company’s receipt of the Repayment Election Notice and (y) ) (A) enter into the Requisite Substitution Agreements (as defined below) or (B) effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice). (b) In anticipation of its receipt of a Repayment Election Notice, the Company may seek to, but is not required to, locate Eligible Substitute Guarantors (as defined below) desiring to provide collateral to secure the Loan in substitution of the Pledged Letter of Credit. For purposes of this Agreement, an “Eligible Substitute Guarantor” is a natural person or entity that:: (i) is an “Accredited Investor”; (ii) is acceptable to the Bank, in the Bank’s sole discretion; (iii) agrees to provide collateral to secure the Loan, which collateral is acceptable to the Bank in the Bank’s sole discretion (“Substitute Collateral”); (iv) agrees to enter into a subordination agreement with BlueCrest Capital Finance, L.P., which subordination agreement is acceptable to BlueCrest Capital Finance, L.P. in its sole discretion; (v) agrees to enter into a loan guarantee, payment and security agreement with the Company on terms and conditions acceptable to the Company (“Substitute Loan Guarantee Agreements”); and (vi) agrees to be bound by that certain Indemnification Agreement, dated as of the date hereof, by and among the Guarantor and the Other Guarantors. (c) In the event that, within two (2) days of the date of the Company’s receipt of the Repayment Election Notice (the “Substitution Period”), (i) the Company enters into fully executed Substitute Loan Guarantee Agreements with one or more Eligible Substitute Guarantors agreeing to provide Substitute Collateral in the amount equal to the amount of the Pledged Letter of Credit (the “Requisite Substitution Agreements”) and (ii) the Bank returns the Pledged Letter of Credit to the Guarantor, then the Company shall have no obligation to effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction, as applicable, in accordance with Section 8(a). (d) In the event that the Company does not, within the Substitution Period, enter into the Requisite Substitution Agreements and the Bank has not returned the Pledged Letter of Credit to the Guarantor, the Company shall effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice) by the end of the Substitution Period. (e) In the event that, in accordance with the Repayment Election Notice, (i) the Company effectuates a BlueCrest Loan Satisfaction but not a Loan Satisfaction, (ii) the Company enters into the Requisite Substitution Agreements and (iii) the Bank returns the Pledged Letter of Credit to the Guarantor: (i) the amount of the Guarantee Fee payable by the Company under this Agreement shall be determined by multiplying the Collateral Amount by 5.0% and multiplying the resulting amount by a fraction, the numerator of which is the number of days elapsed between the date hereof and the date of the Pledged Letter of Credit is returned to the Guarantor and the denominator of which is 365; and

REPAYMENT ELECTION. (a) Subject to this Section 8, in the event the Company does not close an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company by August 13, 2007, the Guarantor, by providing written notice to the Company (the “Repayment Election Notice”) at any time between August 13, 2007 and October 15, 2007, may compel the Company to effectuate (i) a BlueCrest Loan Satisfaction or (ii) a BlueCrest Loan Satisfaction and a Loan Satisfaction. Within two (2) days of the Company’s receipt of the Repayment Election Notice, the Company shall (x) provide notice (the “Other Guarantor Notice”) to Mx. Xxxxx Xxxxxx, Dr. Wxxxxxx Xxxxxx, Mr. and Mxx. Xxxxxx X. Leonhardt and Magellan Group Investments, LLC R&A Sxxxxxx Family Limited Partnership (collectively, the “Other Guarantors”) of the Company’s receipt of the Repayment Election Notice and (y) (A) enter into the Requisite Substitution Agreements (as defined below) or (B) effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice). (b) In anticipation of its receipt of a Repayment Election Notice, the Company may seek to, but is not required to, locate Eligible Substitute Guarantors (as defined below) desiring to provide collateral to secure the Loan in substitution of the Pledged Letter of CreditCD. For purposes of this Agreement, an “Eligible Substitute Guarantor” is a natural person or entity that: (i) is an “Accredited Investor”; (ii) is acceptable to the Bank, in the Bank’s sole discretion; (iii) agrees to provide collateral to secure the Loan, which collateral is acceptable to the Bank in the Bank’s sole discretion (“Substitute Collateral”); (iv) agrees to enter into a subordination agreement with BlueCrest Capital Finance, L.P., which subordination agreement is acceptable to BlueCrest Capital Finance, L.P. in its sole discretion; (v) agrees to enter into a loan guarantee, payment and security agreement with the Company on terms and conditions acceptable to the Company (“Substitute Loan Guarantee Agreements”); and (vi) agrees to be bound by that certain Indemnification Agreement, dated as of the date hereof, by and among the Guarantor and the Other Guarantors. (c) In the event that, within two (2) days of the date of the Company’s receipt of the Repayment Election Notice (the “Substitution Period”), (i) the Company enters into fully executed Substitute Loan Guarantee Agreements with one or more Eligible Substitute Guarantors agreeing to provide Substitute Collateral in the amount equal to the amount of the Pledged CD (the “Requisite Substitution Agreements”) and (ii) the Bank returns the Pledged CD to the Guarantor, then the Company shall have no obligation to effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction, as applicable, in accordance with Section 8(a). (d) Unless, within the Substitution Period, the Company enters into the Requisite Substitution Agreements and (ii) the Bank returns the Pledged CD to the Guarantor, the Company shall effectuate a BlueCrest Loan Satisfaction or a BlueCrest Loan Satisfaction and Loan Satisfaction (as specified in the Repayment Election Notice) by the end of the Substitution Period. (e) In the event that, in accordance with the Repayment Election Notice, (i) the Company effectuates a BlueCrest Loan Satisfaction but not a Loan Satisfaction and (ii) the Company enters into the Requisite Substitution Agreements: (i) the amount of the Guarantee Fee payable by the Company under this Agreement shall be determined by multiplying $2,200,000 by 5.0% and multiplying the resulting amount by a fraction, the numerator of which is the number of days elapsed between the date hereof and the date of the Pledged CD is returned to the Guarantor, and the denominator of which is 365; and (ii) the Guarantor shall have no obligation to make any Guarantor Payments due after the end of the Substitution Period. (f) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that (i) the Company’s obligations under this Section 8 are a material inducement for Guarantor to enter into this Agreement and provide the Bank with the Pledged CD and but for the Company’s agreements under this Section 8, Guarantor would not have entered into this Agreement or provided the Bank with the Pledged CD; and (ii) that irreparable damage would occur to Guarantor in the event the provisions of this Section 8 are not performed in accordance with their specific terms by the Company or are otherwise breached by the Company. Accordingly, it is agreed that Guarantor shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which they may be entitled at law or equity. (g) In the event that, during the period commencing on the Effective Date and ending on August 13, 2007, the Company closes an initial public offering of the Company’s Common Stock generating at least $30 million of net proceeds to the Company, the Company shall effectuate a Loan Satisfaction within fifteen (15) business days of the closing of such offering.