Common use of Option to Purchase Shares Clause in Contracts

Option to Purchase Shares. Purchaser shall have the option to ------------------------- purchase from Seller an additional 65,000 shares of Ridgewood common stock owned by Seller, which option shall be exercised by written notice from Purchaser to Seller no later than fifteen months after the Closing Date hereof. Any purchase by Purchaser pursuant to the option granted herein shall be on the terms and conditions set forth in this Agreement and at the price set forth in Section 1.1 ----------- hereof, payable in the form of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any of the shares of Ridgewood common stock covered by Purchaser's option herein, Purchaser shall have a right of first refusal to purchase up to 65,000 of such shares, at the price set forth in Section 1.1 herein, exercisable within twenty business days ----------- of receipt of written notice of Seller's offer to sell or proposal to transfer. In the event Purchaser elects not to exercise its rights of first refusal hereunder and the sale or transfer initially proposed by Seller is not consummated on the terms specified in the notice to Purchaser, Purchaser's rights of first refusal hereunder shall be reinstated without change. Seller shall not otherwise encumber or create any Lien (as defined below) on the shares subject to Purchaser's option herein and in no event shall Seller be permitted to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 1.5. -----------

Option to Purchase Shares. Purchaser If this Agreement is still in effect as of ------------------------- the date of Xxxxxxx'x death, then Xxxxxxx shall have an option which may be exercised at any time within six (6) months of the date of Xxxxxxx'x death to purchase all or any portion of Xxxxxxx'x Shares of Stock. The administrator or executor of Xxxxxxx'x estate or any trustee of any trust owning any of Xxxxxxx'x Shares of Stock as of the date of Xxxxxxx'x death shall hold such shares subject to such option rights. Xxxxxxx may exercise the option at any time and from time to ------------------------- purchase from Seller an additional 65,000 time during such six (6) month period; provided, however, that if Xxxxxxx exercises such option as to less than all shares of Ridgewood common stock owned Xxxxxxx'x Shares of Stock, then he must exercise on a prorata basis among all heirs and beneficiaries who have received shares constituting Xxxxxxx'x Shares of Stock as a result of Xxxxxxx'x death if same have been distributed prior to the date of the exercise of such option. If Xxxxxxx desires to exercise the option granted hereunder, he shall give written notice of same to the individuals or entities who then own Xxxxxxx'x Shares of Stock with such notice to indicate the total number of shares to be purchased by Seller, which option Xxxxxxx and the attendant number of shares to be purchased from each individual or entity who then owns shares constituting Xxxxxxx'x Shares of Stock. The closing on the purchase of such shares shall take place within thirty (30) days of the date of such notice. The purchase price for such shares shall be exercised determined in the same manner as set forth in Section 4 above and the method of payment shall be the same as set forth in Section 4 with respect to the right of first refusal granted to Xxxxxxx during Xxxxxxx'x lifetime. At closing of such purchase, the selling individuals or entities shall deliver the certificate or certificates representing the shares being purchased by written notice from Purchaser Xxxxxxx with such certificate or certificates being properly endorsed or accompanied by properly executed stock powers. Such shares shall be delivered free and clear of any liens or encumbrances. As to Seller no later than fifteen months after the Closing Date hereof. Any purchase any shares constituting Xxxxxxx'x Shares of Stock which are not purchased by Purchaser Xxxxxxx pursuant to the option granted herein specified hereinabove, such shares shall be on pass to the terms heirs and conditions set forth in this Agreement beneficiaries of Xxxxxxx free and at the price set forth in Section 1.1 ----------- hereof, payable in the form clear of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any of the shares terms of Ridgewood common stock covered by Purchaser's option herein, Purchaser shall have a right of first refusal to purchase up to 65,000 of such shares, at the price set forth in Section 1.1 herein, exercisable within twenty business days ----------- of receipt of written notice of Seller's offer to sell or proposal to transfer. In the event Purchaser elects not to exercise its rights of first refusal hereunder and the sale or transfer initially proposed by Seller is not consummated on the terms specified in the notice to Purchaser, Purchaser's rights of first refusal hereunder shall be reinstated without change. Seller shall not otherwise encumber or create any Lien (as defined below) on the shares subject to Purchaser's option herein and in no event shall Seller be permitted to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 1.5. -----------Agreement.

Option to Purchase Shares. Purchaser (a) If (i) the Closing does not occur by the Outside Date and the Merger Agreement has been terminated pursuant to Section 9.2 of the Merger Agreement, or (ii) the Company or the Stockholder shall have materially breached its obligations under the option to ------------------------- purchase from Seller an additional 65,000 shares Merger Agreement (it being understood that any breach of Ridgewood common stock owned by Seller, which option Section 6.7 of the Merger Agreement shall be exercised by written notice from Purchaser deemed a material breach) or this Agreement, and, in the case of both clause (i) and (ii), Parent shall not have materially breached its obligations under the Merger Agreement (it being understood that any breach of Section 6.7 of the Merger Agreement shall be deemed a material breach) (the foregoing conditions are referred to Seller no later than fifteen months after herein as, the Closing Date hereof. Any purchase by Purchaser pursuant “Option Exercise Conditions”), then, subject to the last sentence of this Section 4(a), the Stockholder hereby grants to Parent an unconditional, irrevocable option granted herein shall (the “Option”) to purchase the Shares subject to this Agreement, for an aggregate amount equal to (i) the Non-Escrowed Merger Consideration times (ii) (a) the aggregate Shares to be acquired hereunder divided by (b) the aggregate number of Fully-Diluted Company Common Shares outstanding at the time of the acquisition of such Shares (the “Aggregate Allocable Consideration”), and on substantially the same additional terms and conditions as set forth in this Agreement and the Merger Agreement; provided that, if the Option is exercised pursuant to clause (i) or, in the case of a material breach by the Company, clause (ii) above, Parent shall at the price set forth in Section 1.1 ----------- hereoftime of such purchase, payable in the form of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any of the shares of Ridgewood common stock covered by Purchaser's exercise its option herein, Purchaser shall have a right of first refusal to purchase up the other Shares subject to 65,000 of such shares, at the price set forth in Section 1.1 herein, exercisable within twenty business days ----------- of receipt of written notice of Seller's offer to sell or proposal to transfer. In the event Purchaser elects not to exercise its rights of first refusal hereunder other Voting Agreements between Parent and the sale or transfer initially proposed by Seller is not consummated on other Principal Stockholders. The Option shall terminate (the terms specified in the notice to Purchaser, Purchaser's rights of first refusal hereunder shall be reinstated without change. Seller shall not otherwise encumber or create any Lien (as defined below“Option Termination Date”) on the shares subject earlier to Purchaser's option herein occur of (x) the Effective Time, or (y) sixty (60) days following the termination of the Merger Agreement pursuant to Article IX thereof, and in no event any exercise of the Option following the Option Termination Date shall Seller be permitted to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 1.5. -----------null and void.

Option to Purchase Shares. Purchaser The Company shall have the option to ------------------------- purchase from Seller an additional 65,000 some or all of the fully-vested shares of Ridgewood common stock owned Grantee’s Restricted Stock (the “Purchase Option”): (i) if Grantee should voluntarily elect to sell some or all of the fully-vested shares of Grantee’s Restricted Stock during Grantee’s employment with the Company or during the term of Grantee’s service on the Company’s Board of Directors, or (ii) upon the later to occur of Grantee’s termination of: (a) employment or (b) service on the Company’s Board of Directors. If Grantee elects to sell some or all of Grantee’s fully-vested shares of Restricted Stock while Grantee is employed by Sellerthe Company or serving as a member of the Company’s Board of Directors, which option Grantee shall be exercised by provide written notice to the Company specifying the number of shares of such stock that Grantee desires to sell and expressly requesting clearance to sell said shares in accordance with the Company’s internal stock trading policies as in effect at the time of Grantee’s desired trade (“Grantee’s Sale Notice”). The Company shall have up to five (5) calendar days from Purchaser and after its receipt of Grantee’s Sale Notice to Seller no consider Grantee’s request to trade, and (provided that said trade is authorized in accordance with the Company’s current internal stock trading policies) exercise its Purchase Option with respect to some or all of the shares referenced in Grantee’s Sale Notice by providing Grantee with written notice of the Company’s intent to effectuate such purchase (the “Company Purchase Notice”). Upon the later than fifteen months to occur of Grantee’s termination of: (a) employment or (b) service on the Company’s Board of Directors, the Company shall have up to five (5) calendar days from and after Grantee’s termination date to exercise its Purchase Option for up to all of the Closing Date hereoffully-vested shares of Restricted Stock then held by Grantee by providing Grantee with a Company Purchase Notice. Any purchase by Purchaser pursuant Company Purchase Notice shall specify whether the Company is exercising its Purchase Option with respect to all or a lesser number of vested shares of Restricted Stock than are set forth in Grantee’s Sale Notice or, in the option granted herein case of Grantee’s termination, whether the Company is exercising its Purchase Option with respect to all or a lesser number of Grantee’s vested shares of Restricted Stock. If the Company does not elect to exercise its Purchase Option with respect to all vested shares of Restricted Stock that are the subject of Grantee’s Sale Notice or less than all of the total number of vested shares of Grantee’s Restricted Stock upon Grantee’s termination, the Company’s Purchase Option with respect to those shares that it is not exercising its right to acquire shall be expire at the end of the five (5) calendar day period referenced in this Section 6. Further, the Company’s Purchase Option under this Section 6 shall terminate immediately if the voting proxy referenced in Section 5 of this Agreement terminates on the terms and conditions set forth in any such proxy. The purchase price for any shares of Restricted Stock purchased by the Company under this Agreement Section 6 shall be equal to: (A) the per share closing price for the Company’s Common Stock on the NASDAQ Stock Market on the date of: (1) the Company’s receipt of Grantee’s Sale Notice or (2) Grantee’s termination (as applicable), multiplied by (B) the number of shares of Restricted Stock being purchased from Grantee (the “Purchase Price”). The Company shall also pay any accrued and at the price set forth in Section 1.1 ----------- hereof, payable in the form unpaid dividends on any vested shares of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any Grantee’s Restricted Stock as of the shares of Ridgewood common stock covered date Grantee’s Sale Notice is received by Purchaser's option herein, Purchaser the Company or Grantee’s termination date (“Accrued Dividends”) to Grantee in addition to the Purchase Price. The Company shall have a right of first refusal pay the Purchase Price and any Accrued Dividends to purchase up to 65,000 of such shares, at the price set forth in Section 1.1 herein, exercisable Grantee within twenty two (2) business days ----------- of receipt of written notice of Seller's offer after the Company has delivered its Company Purchase Notice to sell or proposal to transfer. In the event Purchaser elects not to exercise its rights of first refusal hereunder and the sale or transfer initially proposed by Seller is not consummated on the terms specified in the notice to Purchaser, Purchaser's rights of first refusal hereunder shall be reinstated without change. Seller shall not otherwise encumber or create any Lien (as defined below) on the shares subject to Purchaser's option herein and in no event shall Seller be permitted to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 1.5. -----------Grantee.

Option to Purchase Shares. Purchaser shall have the option Subject to ------------------------- purchase from Seller an additional 65,000 shares of Ridgewood common stock owned by Seller, which option shall be exercised by written notice from Purchaser to Seller no later than fifteen months after the Closing Date hereof. Any purchase by Purchaser pursuant to the option granted herein shall be on the terms and conditions set forth in of this Agreement and at Agreement, the price Company hereby grants to the Purchaser an irrevocable option, exercisable as provided herein (the "Option"), to purchase the number of shares (the "Shares") of the Company's authorized but unissued common stock, no par value (the "Common Stock"), which, after giving effect to the issuance of such stock, would represent 20% of the votes represented by all then outstanding voting securities of the Company. For purposes of this Section 1.2, the term "voting securities" shall have the meaning set forth in Section 1.1 ----------- hereof, 5.4(c) of this Agreement. The price payable in the form of a promissory note substantially in the form of Exhibit A hereto and payable three years following the Closing Date. In the --------- event Seller desires to sell or otherwise transfer any for each of the shares Shares (the "Option Price") shall be the average closing price of Ridgewood common stock covered the Common Stock as reported by Purchaser's option hereinthe National Association of Securities Dealers Automated Quotation System National Market System for the ten consecutive trading days ending on the day before the date on which the Exercise Notice (as hereinafter defined) is given. The Option shall be exercisable by the Purchaser in whole at any time and in part from time to time for a period of one year from the date of this Agreement (the "Option Period"). To exercise the Option, the Purchaser shall have a right of first refusal to purchase up to 65,000 of such shares, at give the price set forth in Section 1.1 herein, exercisable within twenty business days ----------- of receipt of Company written notice of Seller's offer such exercise (the "Exercise Notice") within said one year period, which notice shall state the number of Shares as to sell which the Option is exercised. The Exercise Notice shall be sent to the Company at the address specified in Section 8.11 hereof by Certified or proposal Registered Mail, Return Receipt Requested, and shall be deemed to transferbe given when so mailed. In If an Exercise Notice is given, the event Purchaser elects not Closing shall take place, as provided in Section 2.3 hereof, with respect to exercise its rights the number of first refusal hereunder and the sale or transfer initially proposed by Seller is not consummated on the terms Shares specified in the notice to PurchaserExercise Notice. If the Option is not exercised within the Option Period, Purchaser's rights of first refusal hereunder the Option shall expire and this Agreement shall be reinstated without changedeemed terminated, except as provided below. Seller shall If at the end of the Option Period the Purchaser has not otherwise encumber or create any Lien (as defined below) on exercised the shares subject Option with respect to Purchaser's option herein and in no event shall Seller all of the Shares, by mutual agreement the parties may extend the Option Period for an additional six months during which time the Option may be permitted exercised by the Purchaser with respect to engage in a sale or other transfer in which he retains any interest, legal or equitable, in the shares being sold or transferred during the fifteen month period covered by Purchaser's right of first refusal in this Section 1.5remaining Shares. -----------2 II.