Common use of Right to Purchase Additional Shares Clause in Contracts

Right to Purchase Additional Shares. If the Company should decide to issue and sell additional shares of stock (the "Additional Shares"), excluding (a) shares of Common Stock sold to the public pursuant to a registration statement filed under the Securities Act, (b) shares of Common Stock that may be issued upon the exercise of stock options outstanding as of the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon the exercise of such options granted to employees and directors of the Company pursuant to the terms of the Company's stock option plans in effect as of the Closing Date and disclosed in Exhibit A; (d) Common Stock issuable upon the exercise of a warrant in favor of Duquesne Enterprises that, as of the Closing Date, entitled the holder thereof to purchase 100,000 shares of Common Stock; (e) Common Stock issuable upon the conversion of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock; (f) shares of Preferred Stock, up to an aggregate maximum of 266,667 shares; and (g) shares of Common Stock in an amount less than 1% of the shares of Common Stock owned by Investor as of the Closing Date, whether issued in one transaction or a series of transactions subsequent to the Closing Date, up to a maximum of 10,000 shares in the aggregate for all such transactions (collectively "Permitted Issuances"), the Company shall first offer to sell to Investor, upon the same terms and conditions as the Company is proposing to issue and sell the Additional Shares to others, Investor's pro rata share (as defined below) of such Additional Shares. Such offer to Investor shall be made by written notice given to Investor (the "Offer Notice") specifying the amount of the Additional Shares being offered, the purchase price for the Additional Shares and any other terms of the offer. Investor shall have a period of thirty (30) days from and after the date such Offer Notice was received by Investor within which to accept such offer (the "Acceptance Period"). Investor shall accept an offer to purchase all or any portion of the Additional Shares specified in the Offer Notice by written notice to the Company and tender of the purchase price for the Additional Shares within the Acceptance Period. If Investor fails to accept such offer within the Acceptance Period, any Additional Shares not purchased by Investor may be offered for sale to others by the Company for a period of one hundred eighty (180) days from the last day of the Acceptance Period, but only on the same terms and conditions as set forth in the Offer Notice delivered to Investor, free and clear of the restrictions imposed by this Section 11.

Right to Purchase Additional Shares. If the Company should decide to issue and sell additional shares of stock (the "Additional Shares"), excluding quotient of: (a) the number of shares of Common Stock sold to be received by the Investor pursuant to the public pursuant to a registration statement filed under merger agreement, dated as of [ ], among REV Renewables, LLC (“REV LLC”), Rev Merger Sub, LLC and the Securities ActCompany (the form of which is attached hereto as Exhibit A) (the “Rev LLC Merger Agreement” and the transactions contemplated thereby, (bthe “Rev LLC Merger”) plus the number of shares of Common Stock that may to be issued upon purchased under this Agreement (including the exercise Shares and the Additional Shares (as defined below)), divided by (b) the total number of stock options outstanding as of the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon the exercise of such options granted to employees and directors outstanding on a fully diluted basis immediately after consummation of the Company pursuant to the terms of the Company's stock option plans in effect as of the Closing Date and disclosed in Exhibit A; (d) Common Stock issuable upon the exercise of a warrant in favor of Duquesne Enterprises thatIPO, as of the Closing Date, entitled the holder thereof to purchase 100,000 shares of Common Stock; (e) Common Stock issuable upon the conversion of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock; (f) shares of Preferred Stock, up to an aggregate maximum of 266,667 shares; and (g) shares of Common Stock in an amount is less than 1% the quotient of: (i) $300,000,000, divided by (ii) the lesser of $2,800,000,000 and the value of the shares of Common Stock owned to be received by the owners of REV LLC other than the Investor as pursuant to the Rev LLC Merger Agreement, assuming a per share value of 90% of the IPO Price plus $300,000,000, then the Investor shall have the right, by notice (“Additional Share Notice”) to the Company not later than 5:00 pm Eastern on the second business day after the date of the Closing Date(or, whether issued in one transaction or a series with respect to any right to purchase additional shares of transactions subsequent Common Stock triggered by closing of the option of the underwriters of the IPO to purchase additional shares of Common Stock (the “Green Shoe”), after the date the Company provides notice to the Closing DateInvestor that the underwriters have exercised such option), to purchase a number of additional shares of Common Stock from the Company as determined by the Investor up to a maximum of 10,000 shares in such number that such quotients are equal (the aggregate for all such transactions (collectively "Permitted Issuances"“Additional Shares”). If the Investor elects to purchase the Additional Shares, the Company shall first offer to sell to Investor, upon the same terms and conditions as the Company is proposing agrees to issue and sell to the Investor the Additional Shares, and the Investor agrees to purchase the Additional Shares to others, Investor's pro rata share at an Additional Closing (as defined below), at the IPO Price pursuant to a private placement exempt from registration under the Securities Act. The total purchase price to be paid by the Investor for Additional Shares is equal to (a) the number of such Additional SharesShares multiplied by (b) the IPO Price (the “Additional Purchase Price”). Such offer to Investor For the avoidance of doubt, any exercise of the Green Shoe shall be made by written notice given to Investor (the "Offer Notice") specifying the amount treated as an additional consummation of the IPO, but the Investor will only have the option to purchase Additional Shares being offered, the purchase price for the Additional Shares and any other terms of the offer. Investor shall have a period of thirty (30) days from and after the date such Offer Notice was received by Investor within which to accept such offer (the "Acceptance Period"). Investor shall accept an offer to purchase all or any portion of the Additional Shares specified in the Offer Notice by written notice to the Company and tender of the purchase price for the Additional Shares within the Acceptance Period. If Investor fails to accept extent resulting from such offer within the Acceptance Period, any Additional Shares not purchased by Investor may be offered for sale to others by the Company for a period of one hundred eighty (180) days from the last day of the Acceptance Period, but only on the same terms and conditions as set forth in the Offer Notice delivered to Investor, free and clear of the restrictions imposed by this Section 11exercise.

Right to Purchase Additional Shares. If (i) In the Company should decide event Chalone shall, subsequent to issue and the Closing, sell additional shares any of stock (its Common Stock, or securities convertible into Common Stock, or grant options for the "Additional Shares"), excluding (a) shares purchase of Common Stock sold (collectively, "Securities") (except for sales, grants or issuances pursuant to any of the Plans or other reservations described in subparagraph 7(b), hereafter, and except for Common Stock issued in exercise of previously-issued Warrants or issued to the public pursuant to a registration statement filed under the Securities Act, (b) shares holders of Common Stock that may be issued upon the exercise of stock options outstanding as of the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon the exercise of such options granted to employees and directors of the Company pursuant to the terms of the Company's stock option plans in effect as of the Closing Date and disclosed in Exhibit A; (d) Common Stock issuable upon the exercise of a warrant in favor of Duquesne Enterprises that, as of the Closing Date, entitled the holder thereof to purchase 100,000 shares of Common Stock; (e) Common Stock issuable upon the conversion of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock; (f) shares of Preferred Stock, up to an aggregate maximum of 266,667 shares; and (g) shares of Common Stock in an amount less than 1% of the shares of Common Stock owned by Investor as of the Closing Date, whether issued in one transaction or a series of transactions third-party Debentures converted subsequent to the Closing Date, up to a maximum of 10,000 shares in the aggregate for all such transactions (collectively "Permitted Issuances"Closing), each of DBR and Summus shall EXHIBIT 2 have the Company shall first offer right to sell to Investorpurchase that amount of the particular Securities then being issued, upon on the same terms and conditions as the Company is proposing to issue and sell remainder of the Additional Shares to othersissuance, Investoras will cause DBR's pro rata share or Summus's (as defined belowapplicable) voting power in Chalone immediately upon the completion of such Additional Shares. Such offer issuance to Investor be not less than such voting power immediately prior to the issuance. (ii) If an offering subject to this subsection is not to be registered under the U.S. Securities Act of 1933, Chalone shall be made by written notice given to Investor (the "Offer Notice") specifying the amount notify DBR and Summus of the Additional Shares being offered, the purchase price for the Additional Shares general terms and any other terms conditions of the offer. Investor offering, and each of DBR and Summus, each acting for itself, shall have a period of thirty (30) 30 days from and after the date such Offer Notice was received by Investor within thereafter in which to accept such offer (the "Acceptance Period"). Investor shall accept an offer notify Chalone as to whether it desires to purchase all or any portion part of the Additional Shares Securities that it has the right to purchase pursuant to this subsection. (iii) If an offering subject to this subsection is to be registered under the Securities Act of 1933, Chalone shall advise DBR and Summus that such offering is being contemplated at least 30 days before the initial filing of a registration statement, to obtain an initial expression of interest. Chalone shall further notify DBR and Summus not less than five days prior to the effective date of such registration statement of the anticipated terms and initial price range of the offering. Each of DBR and Summus, each acting for itself, shall have three days after such five-day notice within which to notify Chalone as to whether it will purchase the Securities to which it is entitled hereunder assuming they are sold at not more than the maximum price specified in the Offer Notice by written notice anticipated price range. If either DBR or Summus has so agreed to the Company and tender purchase, prior to the effective date of such registration statement, but it is subsequently determined that the Securities can reasonably be expected to be sold at a price above the previously specified maximum price, Chalone shall notify such party (DBR and/or Summus, as applicable), at least three business days prior to any sale at such higher price, of the then anticipated maximum offering price; DBR and/or Summus, as applicable, shall have one business day after such notice within which to notify Chalone as to whether it will purchase price for the Additional Shares within Securities to which it is entitled hereunder assuming they are sold at not more than the Acceptance Period. If Investor fails to accept such offer within the Acceptance Period, any Additional Shares not purchased by Investor may be offered for sale to others by the Company for a period of one hundred eighty (180) days from the last day maximum of the Acceptance Period, but only on the same terms and conditions as set forth in the Offer Notice delivered to Investor, free and clear of the restrictions imposed by this Section 11new anticipated price range.