Common use of Backstop Shares Clause in Contracts

Backstop Shares. The Purchaser acknowledges and agrees that, if the Company requests in writing at any time prior to two (2) days prior to the Closing Date, the Purchaser will purchase shares of Common Stock (the “Backstop Shares”), subject to and contingent upon the Closing, in privately negotiated transactions directly from stockholders of the Company (other than Affiliates of the Company) who have elected to redeem or intend to redeem such shares pursuant to Section 9.02 of the Amended and Restated Certificate of Incorporation of the Corporation in connection with the consummation of the transactions contemplated by the Merger Agreement; provided, however that in no event shall Purchaser be required to make any such purchases at a purchase price of greater than $10.00 per share or for an aggregate purchase price (for all such purchases) of greater than $5,000,000. Any such purchases described in subsection (b) shall be pursuant to a Backstop Stock Purchase Agreement in substantially the form of Exhibit D, including that any such purchase shall be contingent upon and completed simultaneously with the Merger. The Backstop Shares purchased by the Purchaser, if any, shall be evidenced by book-entry position with the Company’s transfer agent, shall be freely-tradeable immediately upon receipt (subject to compliance with the Securities Act and any applicable state securities laws) and shall not be subject to any legends.