Common use of Right to Purchase Shares Clause in Contracts

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.

Right to Purchase Shares. Stockholder hereby grants Each Shareholder understands and agrees that the Company has provided for such Shareholder to Parent hold shares of Capital Stock in the right Company to reward such Shareholder for such Shareholder’s future efforts and option loyalty to purchase the Company and its Affiliates by giving such Shareholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder engages in any Prohibited Disclosure or breaches or violates such Shareholder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (b) such Shareholder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (c) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder engages (at any time prior to the second anniversary of the Relevant Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (e) such Shareholder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “OptionRepurchase Notice”) to such Shareholder, to purchase all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of StockholderCapital Stock then held by such Shareholder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), in the event that there Company shall occur a Designated Event (as defined below). Parent may exercise not be entitled to purchase all or any portion of the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares Capital Stock of Stockholderany Shareholder pursuant to this Section 4 with respect to a breach of: (i) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: clause (a) Stockholder breaches of this Section 4.2 by reason of such Shareholder’s having disclosed Confidential or fails to observe or perform any agreement or obligation set forth Proprietary Information, if the disclosure was not made in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of bad faith, such disclosure does not have a significant adverse impact on the Company that and such stockholders adopt and approve Shareholder uses its reasonable best efforts to minimize any adverse impact on the Merger Agreement or the Merger, Company resulting from such disclosure; (ii) clause (c) of this Section 4.2, if such Shareholder believed in good faith at the Board time of Directors or Transfer that the Special Committee approves or recommends a Competing Transaction or Transfer was permitted under Section 3.1 and the breach of Section 3.1 is cured promptly (and in any event within 30 days) after written notice thereof is provided to such Shareholder; or (iii) clause (d) the Company shall of this Section 4.2, if such Shareholder acted in good faith, was unaware, after due inquiry, that such activity constituted a Competitive Activity or a breach its or violation of any non-competition obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger under any Non-Competition Agreement or the Company Employee Agreement to which such Shareholder Approval shall not have been received at the Shareholders Meeting duly called is a party, and held at which ceases all activities that constitute a quorum was present Competitive Activity or such breach or violation promptly (and in any adjournment event within 30 days) after such Shareholder becomes aware that such activity constitutes a Competitive Activity or postponement thereofsuch breach or violation.

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine (9) months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.

Right to Purchase Shares. Stockholder hereby grants In lieu of undertaking to Parent effect a Demand Registration at any time that Charter would otherwise be required to do so under this Agreement, Charter may instead elect to purchase, or cause to be purchased, all Registrable Securities that the right Demanding Stockholders desire to have registered, as specified in their notices pursuant to Section 2.2(a), and option in any notice pursuant to Section 2.2(c), on the following terms: (a) Charter may elect to purchase all, but not less than all, of such Registrable Securities by delivering written notice of its election to the Demanding Stockholders within five Business Days after the deadline for a Stockholder's delivery of a notice pursuant to Section 2.2(c). (the “Option”b) Charter may not make an election pursuant to this Section 2.9 unless all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), Registrable Securities specified in the event that there shall occur a Designated Event (as defined below). Parent may exercise Demanding Stockholders' notices pursuant to Section 2.2(a) and Section 2.2(c) are securities for which the Option by notifying Stockholder within nine months following any Designated Event, "average trading price" can be determined in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”2.9(d). The Option NoticeCharter may not make an election pursuant to this Section 2.9 if such purchase would require any waiver, shall specify the number consent, or approval of Voting Shares (any Person that could impede or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which materially delay the closing of the purchase and sale of the Registrable Securities required to be purchased. (c) Upon Charter's delivery of notice of its election pursuant to Section 2.9(a), Charter shall be obligated to purchase, or to cause to be purchased, and each Demanding Stockholder shall be obligated to sell, the Registrable Securities specified in the Demanding Stockholder’s sale 's notice pursuant to Section 2.2(a) or Section 2.2(c), as applicable. (d) The purchase price per share for such Registrable Securities shall be the "average trading price" (determined as provided below) as of the date on which the Initiating Stockholder sent its notice pursuant to Section 2.2(a) of a share of the same class as such Registrable Securities and Parent’s shall be payable to each selling Stockholder in immediately -11- 105 available funds at the closing. The "average trading price" as of any date of any securities will be the average for the twenty full trading days preceding such date of (i) the last reported sales prices, regular way, as reported on the principal national securities exchange on which such securities are listed or admitted for trading or (ii) if such securities are not listed or admitted for trading on any national securities exchange, the last reported sales prices, regular way, as reported on the Nasdaq National Market or, if such securities are not listed on the Nasdaq National Market, the average of the highest bid and lowest asked prices on each such trading day as reported on the Nasdaq Stock Market, or (iii) if such securities are not listed or admitted to trading on any national securities exchange, the Nasdaq National Market or the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on each such trading day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. For purposes of this Section 2.9(d), a "trading day" means a day on which the principal national securities exchange on which such securities are listed or admitted to trading, or the Nasdaq National Market or the Nasdaq Stock Market, as applicable, if such securities are not listed or admitted to trading on any national securities exchange, is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if such securities are not listed or admitted to trading on any national securities exchange, the Nasdaq National Market or the Nasdaq Stock Market, any Business Day. For purposes of determining the "average trading price" of any securities, (i) the applicable sales price or bid and asked prices of such securities on any day prior to any "ex-dividend" date or any similar date occurring prior to the closing of the purchase of Registrable Securities pursuant to this Section 2.9 for any dividend or distribution (other than a dividend or distribution contemplated by clause (ii)(B) of this sentence) paid or to be paid with respect to such number of Voting Shares shall occur, which securities shall be no later than five business days after delivery reduced by the fair value of the Option Notice. Parent may deliver only one Option Notice per share amount of such dividend or distribution and shall include in (ii) the applicable sales price or bid and asked prices of such Option Notice securities on any day prior to (A) the total number effective date of Voting Shares any subdivision (by stock split or an equivalent number otherwise) or combination (by reverse stock split or otherwise) of outstanding shares of Owned Shares such securities occurring prior to the closing of Stockholderthe purchase of Registrable Securities pursuant to this Section 2.9 or (B) Parent desires any "ex-dividend" date or any similar date occurring prior to the closing of the purchase from Stockholder. A “Designated Event” of Registrable Securities pursuant to this Section 2.9 for any dividend or distribution with respect to such securities to be made in shares of such securities or securities that are convertible, exchangeable, or exercisable for shares of Common Stock shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) appropriately adjusted, as determined by the Board of Directors of Charter, to reflect such subdivision, combination, dividend, or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders distribution. (e) The closing of the Company that purchase and sale of such stockholders adopt Registrable Securities shall take place on a date determined by Charter and approve set forth in the Merger Agreement or the Merger, (c) the Board notice of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting election pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval 2.9(a) which shall not have been received at be fewer than seven nor more than thirty days after the Shareholders Meeting duly called and held at date of Charter's notice of its election pursuant to Section 2.9(a) (f) An election by Charter pursuant to this Section 2.9 shall not affect the number of Demand Registrations to which a quorum was present or any adjournment or postponement thereofthe Stockholders are entitled under Section 2.1.

Right to Purchase Shares. If the spouse (the "Selling Spouse") of an issue of Xxxxx, Sr. who is a Stockholder hereby grants (the "Original Xxxxxx Stockholder") or of a Permitted Transferee (the "Original Xxxxxx Permitted Transferee") dies or the marriage of a Stockholder or any Permitted Transferee is dissolved and, after such death or dissolution, title to Parent or ownership of any interest in any of the Original Xxxxxx Stockholder's or the Original Xxxxxx Permitted Transferee's shares of stock in the Corporation is vested in any person other than the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, then the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, shall have the right and option to purchase from the owner or owners thereof any or all of such shares of stock transferred to or confirmed in such other persons (the “Option”"Marital Shares"), and, if the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee exercises such option, such owner or owners shall sell their Marital Shares to the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. In the case of a marital dissolution, the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee shall have the option to purchase any other shares of stock in the Corporation (the "Other Shares") all owned by his or any portion her spouse at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. Such options shall be exercisable by written notice from the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, to Xxxxx, Sr., Agatha and the Selling Spouse or the personal representative of the Voting Shares estate of the Selling Spouse at any time within an option exercise period (the "Option Exercise Period") of (a) eighteen (18) months after the date of the Selling Spouse's death, or an equivalent number of shares of Owned Shares of Stockholder), (b) in the event that there shall occur a Designated Event of dissolution of the marriage of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, sixty (as defined below60) days after the date of entry of any final order, judgment or decree determining the rights, if any, of the Selling Spouse in the Marital Shares (the "Dissolution Order"). Parent may exercise Notwithstanding the foregoing if, as a result of the death of the Selling Spouse, a petition for determination of the classification of the stock in the Corporation of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee is filed in a court of competent jurisdiction before expiration of said eighteen (18) month period after the death of the Selling Spouse, then the Option by notifying Stockholder within nine Exercise Period shall be extended until six (6) months following any Designated Event, in accordance with Section 2.2 after a final determination of such classification. For purposes hereof, a determination of Parent’s intent the classification of the stock of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee or a Dissolution Order shall be considered "final" when made by a court of competent jurisdiction, the time for appeal of the court's decision has elapsed and no appeal has been taken. In the event an Original Xxxxxx Permitted Transferee does not elect to exercise purchase all of the Marital Shares and Other Shares, if any within the applicable Option in whole or in part Exercise Period, then the Stockholder of whom the Original Xxxxxx Permitted Transferee is a Permitted Transferee (the “Option Notice”). The Option Notice, "Original Xxxxxx Permitted Transferee's Stockholder") shall specify have the number of Voting right and option to purchase the Marital Shares (or an equivalent number of shares of Owned and Other Shares of Stockholder) Parent desires which the Original Xxxxxx Permitted Transferee did not elect to purchase from Stockholderthe owner or owners thereof, and if the date by which Original Xxxxxx Permitted Transferee's Stockholder exercises such option as hereinafter provided, such owner or owners shall sell their Marital Shares and Other Shares to the closing of Stockholder’s sale Original Xxxxxx Permitted Transferee's Stockholder at the price and Parent’s purchase of such number of Voting Shares shall occurupon the terms set forth in Paragraphs 5.25 and 5.26, which below. Such option shall be no later than five business exercisable by written notice from the Original Xxxxxx Permitted Transferee's Stockholder to Xxxxx, Sr., Agatha, the Selling Spouse or the personal representative of the estate of the Selling Spouse within fifteen (15) days after delivery the expiration of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation Exercise Period applicable to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereofOriginal Xxxxxx Permitted Transferee.

Right to Purchase Shares. (a) Each Employee Stockholder hereby grants understands and agrees that the Company has provided for such Employee Stockholder to Parent hold shares of Equity Securities to reward such Stockholders for such Employee Stockholder’s future efforts and loyalty to the right Company and option its Subsidiaries and Affiliates by giving such Employee Stockholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, to the extent permitted by Law, if (i) such Employee Stockholder engages in any Prohibited Disclosure, or breaches or violates such Employee Stockholder ’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Restrictive Agreement to which such Employee Stockholder is a party, (ii) such Employee Stockholder engages in any Prohibited Disparagement, or breaches or violates such Employee Stockholder ’s obligations relating to non-disparagement under any Restrictive Agreement to which such Employee Stockholder is a party, (iii) such Employee Stockholder engages (at any time prior to the second (2nd) anniversary of the Relevant Date) in any Prohibited Solicitation, or breaches or violates such Employee Stockholder ’s non-solicitation obligations under any Restrictive Agreement to which such Employee Stockholder is a party, (iv) such Employee Stockholder engages (at any time prior to the second (2nd) anniversary of the Relevant Date) in any Competitive Activity, or breaches or violates such Employee Stockholder’s non-competition obligations under any Restrictive Agreement to which such Employee Stockholder is a party, (v) such Employee Stockholder is convicted of a felony against the Company or any of its Affiliates, or (vi) such Employee Stockholder engages in any Transfer that is not permitted by this Agreement, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by delivery of a notice to such Employee Stockholder, to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares Equity Securities then held by such Employee Stockholder. For the avoidance of doubt, if any Employee Stockholder is a Permitted Transferee with respect to an Employee Stockholder), then, in the event that there any action described in this Section 7.7 is taken by such Stockholder or such Employee Stockholder, the Company shall occur a Designated Event (as defined below). Parent may exercise the Option be entitled to repurchase any shares of Equity Securities held by notifying such Stockholder within nine months following and any Designated Event, shares of Equity Securities held by such Employee Stockholder in accordance with this Section 2.2 hereof, 7.7. (b) The purchase price per share of Parent’s intent Equity Securities purchased pursuant to exercise the Option in whole or in part this Section 7.7 (the “Option NoticeRepurchased Shares”) shall be equal to the lesser of (i) the Stockholder’s Cost and (ii) the Fair Market Value of the Repurchased Shares (determined on an As-Converted Basis) on the date of delivery of the notice described in Section 7.7(a) (the lesser of (i) and (ii), the “Repurchased Share Price”). (c) The closing of a purchase pursuant to this Section 7.7 shall take place at the principal office of the Company ten (10) days following the date of the notice described in Section 7.7(a) (and if such tenth day is not a Business Day, then the first Business Day thereafter), except that if the Company is prohibited from repurchasing any Repurchased Shares by any Prohibitions, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Repurchased Shares, but no interest shall be paid to such Employee Stockholders on the Repurchased Share Price for such period. The Option NoticeEach Employee Stockholder hereby agrees that (i) the obligation of the Company to pay the purchase price for the Repurchased Shares to such Stockholder pursuant to this Section 7.7 shall be subordinated in right of payment to the obligations owed by Company or any of its Subsidiaries under or in respect of the Credit Agreement until the earlier of (A) the payment in full of all obligations of the Company or any of its subsidiaries under the Credit Agreement and (B) the time that the Prohibitions under the Credit Agreement (or otherwise) shall no longer be applicable to payment for the Repurchased Shares and (ii) such Stockholder will provide such agreements or other documents evidencing such subordination as may be requested by the agent or lenders under the Credit Agreement. If at any time the Prohibitions shall cease to be applicable to any portion of the Repurchased Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. (d) At such closing, such Employee Stockholder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Repurchased Shares, which shall constitute (and, at the closing, such Stockholder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such Repurchased Shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and New Mountain and its Affiliates pursuant to this Agreement), shall specify execute with the number of Voting Shares (or Company an equivalent number of appropriate transfer instrument, and, if the shares of Owned Equity Securities are certificated at such time, shall deliver to the Company a certificate representing the Repurchased Shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of Stockholder) Parent desires to purchase from such Stockholder, and the date by which Company shall deliver to such Stockholder, in full payment of the closing of Stockholder’s sale and Parent’s purchase Repurchased Share Price payable for each Repurchased Shares, a check payable to the order of such Stockholder, in an amount equal to the Repurchased Share Price multiplied by the aggregate number of Voting Shares shall occurRepurchased Shares. Notwithstanding anything herein to the contrary, which shall be no later than five business days from and after delivery the date of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.notice described in

Right to Purchase Shares. Stockholder hereby grants The Award Holder understands and agrees that the Company has provided for the Award Holder to Parent hold shares of Common Stock in the right Company to reward the Award Holder for the Award Holder’s future efforts and option loyalty to purchase the Company and its Affiliates by giving the Award Holder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Award Holder engages in any Prohibited Disclosure or breaches or violates the Award Holder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Employee Agreement to which the Award Holder is a party, or (b) the Award Holder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Employee Agreement to which the Award Holder is a party, or (c) the Award Holder engages (at any time prior to the second anniversary of the Termination Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Employee Agreement to which the Award Holder is a party, or (d) the Award Holder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “OptionRepurchase Notice”) to the Award Holder, to purchase all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of StockholderCommon Stock then held by the Award Holder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), in the event that there Company shall occur a Designated Event (as defined below). Parent may exercise not be entitled to purchase all or any portion of the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery Common Stock of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares Award Holder pursuant to this Section 3 with respect to a breach of: (or an equivalent number of shares of Owned Shares of Stockholderi) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: clause (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in of this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders Section 3.2 by reason of the Award Holder’s having disclosed Confidential or Proprietary Information, if the disclosure was not made in bad faith, such disclosure does not have a significant adverse impact on the Company that and the Award Holder uses the Award Holder’s reasonable best efforts to minimize any adverse impact on the Company resulting from such stockholders adopt and approve the Merger Agreement or the Merger, disclosure; or (ii) clause (c) of this Section 3.2, if the Board Award Holder acted in good faith, was unaware, after due inquiry, that such activity constituted a Competitive Activity or a breach or violation of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its any non-competition obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger under any Non-Competition Agreement or Employee Agreement to which the Company Shareholder Approval shall not have been received at Award Holder is a party, and ceases all activities that constitute a Competitive Activity or such breach or violation promptly (and in any event within 30 days) after the Shareholders Meeting duly called and held at which Award Holder becomes aware that such activity constitutes a quorum was present Competitive Activity or any adjournment such breach or postponement thereofviolation.

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “"Option”") all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine (9) months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s 's intent to exercise the Option in whole or in part (the “"Option Notice”"). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s 's sale and Parent’s 's purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “"Designated Event” " shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.