Common use of Right to Repurchase Shares Clause in Contracts

Right to Repurchase Shares. The Company shall have the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any of the following events occurs (the date of such event, a “Trigger Date”): (i) your termination of employment or service from the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereof.

Right to Repurchase Shares. The Company shall have Citadel hereby grants to Intelect the right and option, by written notice to each Citadel Entity and the Transfer Agent (the “Purchase Right”"Repurchase Notice"), but not from time to time to repurchase any Converted Shares or Exchanged Shares owned by Citadel at the obligation, time of such Repurchase Notice on the following terms and conditions: (a) The purchase price per share for any Converted Shares or Exchanged Shares purchased by Intelect pursuant to purchase any Shares acquired upon exercise of this Option if any Section 8 (the "Repurchased Shares") shall be the average Closing Sale Price (as defined in the Series E Designation) of the following events occurs (Common Stock for the ten trading days immediately preceding the date of such event, a “Trigger Date”): the Repurchase Notice (the "Purchase Price"). (b) The Repurchase Notice shall specify (i) your termination the number of employment or service from the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter)shares of Common Stock to be repurchased, or (ii) the Purchase Price and (iii) the date on which such repurchase is to occur (the "Repurchase Date"), which shall be no fewer than two nor more than 15 business days following the date of the Repurchase Notice, or if a Purchase Notice is delivered pursuant to the following sentence, following the issuance of any such shares. Intelect may submit a Repurchase Notice for Series 2 Exchange Shares following your termination prior to issuance of employment or service from such shares hereunder, for the Company and its affiliates pursuant repurchase of such shares subsequent to their issuance according to the terms of this OptionAgreement. (c) Intelect shall not be entitled to send a Repurchase Notice unless it has complied with all the provisions of this Agreement and has, such as upon in the exercise amount of the Option following termination full aggregate Purchase Price for all Repurchased Shares which shall be: (i) cash available in a demand or other immediately available account in a bank or similar financial institution; or (ii) credit facilities with a bank or similar financial institution that are immediately available and unrestricted for use in repurchasing the Repurchased Shares; or (iii) a written agreement with a standby underwriter or qualified buyer ready, willing and able to purchase from Intelect a sufficient number of employment or services for Cause or without Good Reason. The purchase price for shares of stock to provide the Shares subject to such Purchase Right shall be the fair market value necessary proceeds; or (iv) a combination of the items set forth in the preceding clauses (i), (ii) and (iii). (d) Each Citadel Entity whose Common Stock is being repurchased under this Section 8 shall send to the Transfer Agent share certificates representing the Repurchased Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you be repurchased from such Citadel Entity within thirty (30) five business days after the Trigger Date (Repurchase Date, and Intelect shall pay to such Citadel Entity in cash the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the full aggregate Purchase Price for the such Repurchased Shares subject within three business days after such certificates are delivered to the Purchase Right and shall notify you of such determinationTransfer Agent. The Company may elect If Intelect fails to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cashcash on such date, the Company shallTransfer Agent shall immediately re-deliver the certificates for such shares to such Citadel Entity, at a minimum, pay at least ten percent and thereafter Citadel shall (10%i) no longer be bound by the provisions of this Section 8 and (ii) not be bound by the provisions of Section 6(b) with respect to Repurchased Shares which it could have sold under Section 6(b) between the time of the Repurchase Notice and the date the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal was required to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more hereunder. (e) If fewer than five (5) equal annual installments commencing one (1) year all Converted Shares and Exchanged Shares held by all Citadel Entities at the time of a Repurchase Notice are to be repurchased, Intelect shall repurchase a pro rata amount from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company shall have the right, without penalty, to prepay all Citadel Entity then beneficially owning Converted Shares or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofExchanged Shares.

Right to Repurchase Shares. The (a) Except to the extent such Voting Stock is purchased in accordance with the second to last sentence of Section 3(e), if at any time after the date first set forth above and before the expiration of the provisions of Section 6 hereof an Investor acquires Voting Stock, any securities convertibles or exchangeable for Voting Stock, or any other right to acquire Voting Stock, (except, in any case, by way of stock dividends or other distributions or offerings made available to holders of any Voting Stock generally and except, with respect to Seagate, the acquisition of the Notes or the conversion thereof in accordance with their terms) such that the Voting Stock owned by such Investor represent (X) with respect to Seagate, in excess of 19.9% of the outstanding Voting Stock of the Company and (Y) with respect to 3Com, in excess of 4.9% of the outstanding Voting Stock of the Company, the Company shall have the right to purchase, in accordance with the provisions of this Section 11, from such Investor shares of Voting Stock so as to reduce such Investor's aggregate voting power (the “Purchase Right”), but not the obligationX) with respect to Seagate, to purchase any Shares acquired upon exercise of this Option if any no more than 19.9% of the outstanding Voting Stock of the Company and (Y) with respect to 3Com, to no more than 4.9% of the outstanding Voting Stock of the Company. 12 15 (b) The Company may repurchase any such Voting Securities in the following events occurs (the date of such event, a “Trigger Date”): manner: (i) your termination The Company shall give notice (the "Repurchase Notice") to such Investor in writing of employment or service from such intention specifying the Company amount of Voting Stock proposed to be repurchased and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter)other material terms upon which such disposition is proposed to be made, or including the proposed closing date. (ii) Upon receipt of the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this OptionRepurchase Notice, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right Investor shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each casepromptly, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid but in no event in more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory notebusiness days, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal deliver notice to the prime interest rate interest charged Company of the average per share cash price paid by such Investor for the number of shares of Voting Stock being purchased by the principal bank with which Company from such Investor, such price calculated on a last purchased, first sold basis (the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and "Purchase Price"). (iii) the The Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein exercisable by the Company, you shall take all actions necessary, and execute all related documents specified written notice by the Company as being reasonably necessary to such Investor within ten business days after receipt of such notice from such Investor, to purchase all or part of the Voting Securities specified in such Repurchase Notice for cash per share equal to the Purchase Price. (iv) If the Company exercises its rights of repurchase hereunder, the closing of the purchase of the Voting Stock with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives notice of such exercise, which period of time shall be extended in order to comply with applicable securities laws and regulations. Upon exercise of its rights of repurchase, the Company and such Investor shall be legally obligated to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as purchase contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, thereby and shall run with the shares use their best efforts to secure any subsequent owners thereofapprovals required in connection therewith.

Right to Repurchase Shares. The Company shall have In the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any event all of the following events occurs (principal and interest due on each of the date of such event, a “Trigger Date”): (i) your termination of employment or service from Notes and the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to Revolving Credit Note has been duly paid in accordance with the terms thereof and the Notes and the Revolving Credit Note are retired, then for a period of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year commencing on April 20, 1991, Shattow, Tyer, Cooper, and Xxxxxx (collectively the "Employees", and individually an "Employee") and the Company may elect if they are then employees of the Company to purchase from the delivery then holders of outstanding Shares and such promissory noteholders shall thereupon become obligated to sell to Employees and the Company on demand that number of Shares such that immediately following such sale the aggregate number of Shares owned by such holders shall constitute 30% of the issued and outstanding shares of Common Stock (including shares of Common Stock issuable upon the exercise or conversion of the then issued and outstanding warrants, options, or other subscription or purchase rights or convertible securities) of the Company. (iiThe number of Shares available for purchase under this Section 8 shall herinafter be referred to as the "Repurchase Shares.") interest on The Employees shall have the unpaid principal amount first right to purchase all or any part of the Repurchase Shares. The Company, subject to the prior right of the Employees, shall accrue at an annual rate have the right to purchase that number of Repurchase Shares as shall be equal to the prime interest rate interest charged Repurchase shares not purchased by the principal bank with which Employees. The aggregate purchase price for such Repurchase Shares shall be equal to the greater of $100,000 or the aggregate book value of such Repurchase Shares on said date. Each Employee and the Company conducts business as determined on may elect to so purchase the Repurchase Shares by delivering to such holders a written demand to sell the Repurchase Shares to him/it. Payment of the purchase price by said Employee(s) and the Company for the Repurchase Shares shall be paid within fifteen (15) days after the date of said demand, against surrender by holders thereof of share certificates evidencing the promissory note is issued, and shall be payable together with and in addition Repurchase Shares duly endorsed for transfer to each principal payment, and (iiisaid Employee(s) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein Company. The right of said Employees under this Section 8 may be exercised by the Company, you shall take all actions necessary, and execute all related documents specified Employees jointly or by the Company as being reasonably necessary to consummate the sale any of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofthem acting individually.

Right to Repurchase Shares. The Company shall have In the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any event that one or more of the following events occurs should occur before the Restricted Shares become fully vested under Section 3 of this Agreement, the Key Employee (or his successor interest) shall be deemed to have made an offer to sell any Restricted Shares which have not been forfeited under Section 5 above to the Corporation at their current “fair market value” (as this term is defined in below). (a) Upon an involuntary transfer of the Key Employee to a position with the Bank with lesser responsibilities or reduced compensation without “Cause” before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the fifth anniversary of the effective date of this Agreement); (b) Upon termination of the Key Employee’s employment with the Bank as a result of the Key Employee’s permanent and total disability, as provided in Subsection 5(e) above, prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement; or (c) Upon the death of the Key Employee prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement. If the Corporation elects to accept such offer and purchase the Restricted Shares, the Corporation shall provide the Key Employee or his successor in interest with written notice of such election promptly and shall complete the purchase of the Restricted Shares within ninety (90) day after the date of such event, a “Trigger Date”): (i) your the termination of employment or service from employment, or, in the Company and its affiliates by case of death, within ninety (90) days after the Company appointment of an executor for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good ReasonKey Employee. The purchase price to be paid by the Corporation when purchasing the Restricted Shares pursuant to this Section 8 of this Agreement, shall be payable in cash and in full on the date of settlement for and delivery of the stock. For purposes of Section 8 of this Agreement, the term “purchase price” shall mean the “fair market value” of the common stock, which shall mean the fair market value determined as follows: (a) If at the time the “fair market value” is to be determined, the common stock of the Corporation is readily tradable on an established market, the fair market value shall be determined on the basis of the most recent closing price reported for the Shares subject Stock, or, if there were no trades on such date, the average of the most recent reported bid and asked prices. (b) If at the time the “fair market value” is to such Purchase Right be determined, the common stock of the Corporation is not readily tradable on an established market, the fair market value shall instead be determined on the basis of the stock value reported in most recent stock appraisal report of the Corporation’s common stock prepared for the Corporation by an independent appraiser. If an independent appraisal has been obtained by the Corporation for other purposes, this independent appraisal shall be used for purposes of this Agreement as well. (c) If at the time the “fair market value” is to be determined, the Corporation’s common stock is not readily tradable on an established market, and no stock appraisal report has been delivered to the Corporation by an independent appraiser within the preceding ninety (90) days, the Key Employee and the Corporation shall first endeavor to agree upon the fair market value of the Shares on Stock. If the applicable Trigger DateKey Employee and the Corporation cannot agree upon the fair market value within fourteen (14) days, they shall retain an independent third-party appraiser to determine the value of the Stock. The Company may exercise its Purchase Right independent third-party appraiser shall be instructed to determine the value of the Corporation’s common stock without any discount or control premium related to the percentage of ownership in the Corporation represented by giving written notice thereof to you within thirty the Stock. The Corporation and the Key Employee shall each pay one-half (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”1/2) of the number fee of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorneyindependent third-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofparty appraiser.

Right to Repurchase Shares. The Company shall have In the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any event that one or more of the following events occurs should occur before the Restricted Shares become fully vested under Section 3 of this Agreement, the Key Employee (or his successor interest) shall be deemed to have made an offer to sell any Restricted Shares which have not been forfeited under Section 5 above to the Corporation at their current “fair market value” (as this term is defined in below). (a) Upon an involuntary transfer of the Key Employee to a position with the Bank with lesser responsibilities or reduced compensation without “Cause” before the date the Restricted Shares have become fully vested under Section 3 of this Agreement (the eighth anniversary of the effective date of this Agreement); (b) Upon termination of the Key Employee’s employment with the Bank as a result of the Key Employee’s permanent and total disability, as provided in Subsection 5(e) above, prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement; or (c) Upon the death of the Key Employee prior to the date the Restricted Shares have become fully vested under Section 3 of this Agreement. If the Corporation elects to accept such offer and purchase the Restricted Shares, the Corporation shall provide the Key Employee or his successor in interest with written notice of such election promptly and shall complete the purchase of the Restricted Shares within ninety (90) day after the date of such event, a “Trigger Date”): (i) your the termination of employment or service from employment, or, in the Company and its affiliates by case of death, within ninety (90) days after the Company appointment of an executor for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good ReasonKey Employee. The purchase price to be paid by the Corporation when purchasing the Restricted Shares pursuant to this Section 8 of this Agreement, shall be payable in cash and in full on the date of settlement for and delivery of the stock. For purposes of Section 8 of this Agreement, the term “purchase price” shall mean the “fair market value” of the common stock, which shall mean the fair market value determined as follows: (a) If at the time the “fair market value” is to be determined, the common stock of the Corporation is readily tradable on an established market, the fair market value shall be determined on the basis of the most recent closing price reported for the Shares subject Stock, or, if there were no trades on such date, the average of the most recent reported bid and asked prices. (b) If at the time the “fair market value” is to such Purchase Right be determined, the common stock of the Corporation is not readily tradable on an established market, the fair market value shall instead be determined on the basis of the stock value reported in most recent stock appraisal report of the Corporation’s common stock prepared for the Corporation by an independent appraiser. If an independent appraisal has been obtained by the Corporation for other purposes, this independent appraisal shall be used for purposes of this Agreement as well. (c) If at the time the “fair market value” is to be determined, the Corporation’s common stock is not readily tradable on an established market, and no stock appraisal report has been delivered to the Corporation by an independent appraiser within the preceding ninety (90) days, the Key Employee and the Corporation shall first endeavor to agree upon the fair market value of the Shares on Stock. If the applicable Trigger DateKey Employee and the Corporation cannot agree upon the fair market value within fourteen (14) days, they shall retain an independent third-party appraiser to determine the value of the Stock. The Company may exercise its Purchase Right independent third-party appraiser shall be instructed to determine the value of the Corporation’s common stock without any discount or control premium related to the percentage of ownership in the Corporation represented by giving written notice thereof to you within thirty the Stock. The Corporation and the Key Employee shall each pay one-half (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”1/2) of the number fee of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorneyindependent third-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofparty appraiser.

Right to Repurchase Shares. The Company shall have Promethean hereby grants to Intelect the right and option, upon five days written notice to each Promethean Entity and the Transfer Agent (the “Purchase Right”"Repurchase Notice"), but not from time to time during the obligation120 calendar days following execution of this Agreement, to purchase repurchase any Converted Shares acquired upon exercise or Remainder Shares owned by Promethean at the time of this Option if any of such Repurchase Notice on the following events occurs terms and conditions: (a) The purchase price per share for any Converted Shares or Remainder Shares purchased by Intelect pursuant to this Section 8 (the "Repurchased Shares") shall be the greater of $1.25 or the then current closing sale price of Intelect Common Stock as reported by Bloomberg on the trading date of such event, a “Trigger Date”): on which the Repurchase Notice is delivered (the "Purchase Price"). (b) The Repurchase Notice shall specify (i) your termination the number of employment or service from the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter)shares of Common Stock to be repurchased, or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company date on which such repurchase is to occur (the "Repurchase Date"), which shall have be no more than ten days following the rightdate of the Repurchase Notice. (c) Intelect shall not be entitled to send a Repurchase Notice unless it has complied with all the provisions of this Agreement and has, without penaltyin the amount of the full aggregate Purchase Price for all Repurchased Shares: (i) cash available in a demand or other immediately available account in a bank or similar financial institution; or (ii) credit facilities with a bank or similar financial institution that are immediately available and unrestricted for use in repurchasing the Repurchased Shares; or (iii) a written agreement with a standby underwriter or qualified buyer ready, willing and able to purchase from Intelect a sufficient number of shares of stock to provide the necessary proceeds; or (iv) a combination of the items set forth in the preceding clauses (i), (ii) and (iii). (d) Each Promethean Entity whose Common Stock is being repurchased under this Section 8 shall send to the Transfer Agent, to prepay all or any portion be held in escrow by the Transfer Agent until payment therefor by Intelect, share certificates representing the Repurchased Shares to be repurchased from such Promethean Entity within five business days after the Repurchase Date, and Intelect shall pay to such Promethean Entity in cash the full aggregate Purchase Price for such Repurchased Shares within one business day after such certificates are received by the Transfer Agent. If Intelect fails to pay such Purchase Price in cash on such date, the Transfer Agent shall immediately re-deliver the certificates for such shares to such Promethean Entity, and thereafter Promethean shall (i) no longer be bound by the provisions of this Section 8 and (ii) not be bound by the provisions of Section 6(b) with respect to Repurchased Shares which it could have sold under Section 6(b) between the time of the principal Repurchase Notice and accrued interest owing thereunder at any time. Upon the delivery of date the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be Purchase Price was required to consummate be paid hereunder. (e) If fewer than all Converted Shares and Remainder Shares held by all Promethean Entities at the sale time of the a Repurchase Notice are to be repurchased, Intelect shall repurchase a pro rata amount from each Promethean Entity then beneficially owning Converted Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofor Remainder Shares.

Right to Repurchase Shares. The Company shall have Angelo Gordon hereby grants to Intelect the right and option, upon fixx xxxx xxxxxen notice to each Angelo Gordon Entity and the Transfer Agent (the “Purchase Right”"Repurchase Notice"), but not xxxx xxxx xo time during the obligation120 calendar days following execution of this Agreement, to purchase repurchase any Converted Shares acquired upon exercise or Remainder Shares owned by Angelo Gordon at the time of this Option if any of such Repurchase Notice on the following events occurs xxxxx xxx xxxditions: (a) The purchase price per share for any Converted Shares or Remainder Shares purchased by Intelect pursuant to this Section 8 (the "Repurchased Shares") shall be the greater of $1.25 or the then current closing sale price of Intelect Common Stock as reported by Bloomberg on the trading date of such event, a “Trigger Date”): on which the Repurchase Notice is delivered (the "Purchase Price"). (b) The Repurchase Notice shall specify (i) your termination the number of employment or service from the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter)shares of Common Stock to be repurchased, or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company date on which such repurchase is to occur (the "Repurchase Date"), which shall have be no more than ten days following the rightdate of the Repurchase Notice. (c) Intelect shall not be entitled to send a Repurchase Notice unless it has complied with all the provisions of this Agreement and has, without penaltyin the amount of the full aggregate Purchase Price for all Repurchased Shares: (i) cash available in a demand or other immediately available account in a bank or similar financial institution; or (ii) credit facilities with a bank or similar financial institution that are immediately available and unrestricted for use in repurchasing the Repurchased Shares; or (iii) a written agreement with a standby underwriter or qualified buyer ready, willing and able to purchase from Intelect a sufficient number of shares of stock to provide the necessary proceeds; or (iv) a combination of the items set forth in the preceding clauses (i), (ii) and (iii). (d) Each Angelo Gordon Entity whose Common Stock is being repurchased under thxx Xxxxxxx 0 shall send to the Transfer Agent, to prepay all or any portion be held in escrow by the Transfer Agent until payment therefor by Intelect, share certificates representing the Repurchased Shares to be repurchased from such Angelo Gordon Entity within five business days after the Repurchase Dxxx, xxx Xxxxlect shall pay to such Angelo Gordon Entity in cash the full aggregate Purchase Price for suxx Xxxxxxxxxxd Shares within one business day after such certificates are received by the Transfer Agent. If Intelect fails to pay such Purchase Price in cash on such date, the Transfer Agent shall immediately re-deliver the certificates for such shares to such Angelo Gordon Entity, and thereafter Angelo Gordon shall (i) no longex xx xxxxx xx the provisions of this Xxxxxxx 0 xxx (ii) not be bound by the provisions of Section 6(b) with respect to Repurchased Shares which it could have sold under Section 6(b) between the time of the principal Repurchase Notice and accrued interest owing thereunder at any time. Upon the delivery of date the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be Purchase Price was required to consummate be paid hereunder. (e) If fewer than all Converted Shares and Remainder Shares held by all Angelo Gordon Entities at the sale time of the a Repurchase Notice are to be rxxxxxxxxxx, Xntelect shall repurchase a pro rata amount from each Angelo Gordon Entity then beneficially owning Converted Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereof.or Remxxxxxx Xxxxxx