Common use of Shareholders’ Option to Purchase Clause in Contracts

Shareholders’ Option to Purchase. If any Shareholder shall intend to transfer his shares in the Corporation (a “Transferring Shareholder”) such Transferring Shareholder shall give notice (the “Transfer Notice”) to the remaining Shareholders (collectively, the “Non-Transferring Shareholders”) setting forth such intention, as well as all the terms of the Transferring Shareholder’s proposed sale, including, but not limited to, the name of the prospective purchaser, the proposed purchase price of the Transferring Shareholder’s Shares, whether any financing of the purchase price is required, the prospective closing date of the transfer and include an executed, written offer from the prospective purchaser containing the terms set forth herein. Thereupon, the Non-Transferring Shareholders shall have a non-assignable option to purchase all, but not less than all, of the Shares owned by the Transferring Shareholder as of the date of the Transfer Notice was given, under the terms and conditions set forth within the Transfer Notice, unless the Non-Transferring Shareholders and Transferring Shareholder agree, in writing, to other terms. If the Non-Transferring Shareholders, or any of them, accept the offer of the Transferring Shareholder as aforesaid, the shares covered thereby shall be purchased by the Non-Transferring Shareholders in a pro rata proportion to such Shareholders’ then ownership in the Corporation or in such other proportions as may be agreed upon in writing by the Non-Transferring Shareholders. If any of the Non-Transferring Shareholders does not accept the offer, his portion of the shares being offered shall be available for purchase by the remaining Non-Transferring Shareholder who had previously accepted the offer. The aforesaid option granted to the Non-Transferring Shareholders shall be exercisable by giving notice (the “Option Notice”) to the Transferring Shareholder and the Corporation within sixty (60) days after receipt of the Transfer Notice. In the event an Option Notice is given, the Transferring Shareholder shall be obligated to sell, and the Non-Transferring Shareholders who served an Option Notice shall be obligated to purchase all, but not less than all, of the Shares owned by the Transferring Shareholder as of the date the Transfer Notice was given.