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 Provided, that the Purchaser has purchased the Subscription Shares in compliance with Section 3.3, the Purchaser shall have the right (referred in this Agreement as the Additional Purchase Right), exercisable from time to time prior to or on the Termination Date, to purchase from the Company should decide for resale to issue and sell the Other Purchasers, or to place with the Other Purchasers on the Company’s behalf, up to 2,700,000 (in words: two million seven hundred thousand) additional shares of stock Common Shares from the Company (if the "Additional Shares"Share Exchange has not occurred by the Closing Date) or from Pubco (if Share Exchange has occurred by the Closing Date), excluding in either case at the Issue Price. The Company shall not have any obligation to sell any shares to the extent that the Additional Purchase Right has been exercised after the Termination Date. The Additional Purchase Right shall be exercisable on such other terms and conditions set forth in this Section 3.4 at any time or from time to time prior to the Termination Date. To exercise the Additional Purchase Right, the Purchaser shall send to the Company (a) shares a written notice (the Additional Purchase Right Exercise Notice) (if prior to or on the date of the closing of the Share Exchange) or to Pubco (if after the closing of the Share Exchange) which states: (i) the name, address, telephone and telefax numbers, email address, company registration number or other similar identifying data of the Other Purchaser that will purchase the shares, together with the complete identity of the proposed individual ultimate beneficial owners of the shares, (ii) the number of Common Stock sold Shares or the number of Pubco Shares to be purchased by each proposed Other Purchaser and (iii) the public pursuant date on which the closing of the purchase and sale of the Common Shares to a registration statement filed under be purchased by the Securities ActOther Purchasers will occur, which date will not be more than three (3) business days after the date of the notice and not later than the Termination Date ,and (b) the Agreement of Joinder in the form of Annex 5 to this Agreement executed by each Other Purchaser. The Company or Pubco, as the case shall be, shall have the right to object to any proposed Other Purchaser on the grounds that the Company or Pubco does not believe that any such proposed Other Purchaser is suitable as an investor or that the information provided in the Additional Purchase Right Exercise Notice is incomplete (provided. that the Company shall exercise its right of rejection reasonably) and if such objection is made, the Company or Pubco shall send a written notice stating the grounds for objection within two (2) business days after its receipt of the Additional Purchase Right Exercise Notice. If the Purchaser corrects the deficiencies noted by the Company or Pubco prior to end of the Additional Purchase Right Exercise Period to the satisfaction of the Company or Pubco, then the closing of the of the purchase and sale of the shares shall occur within three (3) business days after the date on which the deficiencies have been corrected. For each sale of Common Stock that may shares as to which the Company or Pubco has not objected or, if objection was made, the deficiencies were completed to satisfaction, the Company or Pubco, as the case shall be, will execute the Agreement of Joinder submitted with the Additional Purchase Right Exercise Notice and deliver the fully executed counterpart to each Other Purchaser named in the Additional Purchase Right Exercise Notice at the closing of the purchase and sale of the shares. If any Other Purchaser fails to purchase and pay for any shares, neither the Company nor Pubco shall have any obligation to sell any shares whatsoever to such Other Purchaser under this Agreement in connection with the exercise of the Additional Purchase Right. The sale and issuance of shares to the Other Purchasers under this Section 3.4 will be issued made in reliance on the accuracy of the representations and warranties of the Purchaser and the Other Purchasers set forth in Annex 3 to this Agreement. All payments for the shares to be purchased upon the exercise of stock options outstanding the Additional Purchase Right shall be made according to the instructions sets forth in Annex 4 to this Agreement or as otherwise instructed in writing by Pubco. If this Agreement is terminated or rescinded pursuant to Section 6 prior to the Termination Date, then notwithstanding such termination or rescission, the Company or Pubco shall be obligated to complete the issuance of any shares to be sold to any Other Purchaser who was named in an Additional Purchase Right Exercise Notice delivered to the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon Company or Pubco prior to the exercise date of such options granted to employees and directors of the Company pursuant termination or rescission 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% extent of the shares of Common Stock owned by Investor as of the Closing Date, whether issued referenced 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 Purchase Right Exercise Notice, but not as 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 11shares.