Common use of Repurchase Election Clause in Contracts

Repurchase Election. (a) Grantee shall have the option, at any time and from time to time commencing upon the first occurrence of an Exercise Event in which the consideration to be received by Issuer or its stockholders, as the case may be, pursuant to a Competing Transaction consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer's stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing Transaction, to send a written notice to Issuer (a "Repurchase Notice") that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee of the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 6.01 is referred to as the "Repurchase Request Date". The "Repurchase Fee" shall be equal to the sum of the following: (i) the aggregate Purchase Price paid by Grantee for any shares of Issuer Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03, the Spread, multiplied by the number of shares of Issuer Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership. (b) If Grantee exercises its rights under this Section 6.01, within five business days after the Repurchase Request Date, (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (d) If and to the extent that Issuer is unable to perform any of its obligations under this Section 6.01 under applicable Law, Issuer shall make no distribution on any of its stock until such time as it has fully performed any such obligations.

Repurchase Election. (ai) Grantee Notwithstanding the foregoing ------------------- provisions of Section 2.1(a), the Company shall have not be obligated to effect a Demand Registration if the option, at any time and from time Company elects to time commencing upon the first occurrence of make an Exercise Event in which the consideration offer to be received by Issuer or its stockholders, as the case may be, pursuant to a Competing Transaction consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer's stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing Transaction, to send a written notice to Issuer repurchase (a "Repurchase NoticePurchase Offer") that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee all of the Registrable Securities (a "Purchase Election") by mailing notice of such Purchase Offer to all Holders of Registrable Securities on a date (the "Purchase Election Date") not more than 30 days after the receipt of any request for a Demand Registration and indicating in such Purchase Offer that the Purchase Election will be consummated on a Business Day (the "Purchase Offer Payment Date") not more than 60 days after the Purchase Election Date at a price per share of Common Stock equal to (i)the average of the closing market prices of the Common Stock for 30 consecutive Business Days selected by the Company from the period of 45 Business Days preceding the date of receipt by the Company of the applicable Demand Registration request if the Common Stock shall have been listed on a national securities exchange or the Nasdaq National Market or traded through an automated quotation system during such entire 45 Business Day period, or (ii)if the Common Stock shall not have been so listed or traded during such entire 45 Business Day period, the fair market value per share of Company Common Stock (without any discount for lack of liquidity, the amount of Company Common Stock proposed to be sold or the fact that the Warrants and shares of Issuer Company Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers held by the Repurchase Notice under this Section 6.01 holders thereof may represent a minority interest in a private company (if the Company is referred to as a private company at the "Repurchase Request Date". The "Repurchase Fee" shall be equal to time)) determined by an independent nationally recognized investment banking firm selected by the sum of the following: (i) the aggregate Purchase Price paid by Grantee for any shares of Issuer Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; andCompany. (ii) subject Notice of a Purchase Offer shall be mailed by the Company (or caused to be mailed by the Company), not less than 30 days nor more than 60 days before the Purchase Offer Payment Date, to each Holder of Registrable Securities at its last registered address. The Purchase Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m. New York City time on the Business Day next preceding the Purchase Offer Payment Date. The notice, which shall govern the terms of the Purchase Offer, shall include such disclosures as are required by law and shall state: (1) that the Purchase Offer is being made pursuant to this Section2.1(b) and that all Registrable Securities tendered for repurchase will be accepted for payment; (2) the purchase price per share of Common Stock calculated as set forth above and the Purchase Offer Payment Date; (3) that any Registrable Securities accepted for payment pursuant to the maximum amounts Purchase Offer shall cease to be outstanding after the Purchase Offer Payment Date unless the Company defaults in making payment therefor of the purchase price; (4) that Holders electing to have Registrable Securities purchased pursuant to a Purchase Offer will be required to surrender such Warrant Shares, together with a completed letter of transmittal, to the Company (or its agent as designated by the Company in such notice) at the address specified in Section 3.03the notice no later than 5:00p.m. New York City time on the Business Day prior to the Purchase Offer Payment Date; (5) that Holders will be entitled to withdraw their election if the Company (or such designated agent) receives, not later than 5:00p.m. New York City time on the SpreadBusiness Day prior to the Purchase Offer Payment Date, multiplied by a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the number of shares Warrant Shares delivered for purchase and a statement that such Holder is withdrawing its election to have such Warrant Shares purchased and promptly thereafter the Company (or such designated agent) shall redeliver the withdrawn Warrant Shares to the Holder; (6) that a Holder electing not to tender such Holder's Registrable Securities for purchase pursuant to such Purchase Offer by 5:00p.m. New York City time on the Business Day prior to the Purchase Offer Payment Date will have no continuing right to require the Company to repurchase such Holder's Registrable Securities; and (7) that Holders whose Warrant Shares are tendered for purchase in part only will be issued new certificates representing the number of Issuer Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership. (b) If Grantee exercises its rights under this Section 6.01, within five business days after unpurchased Warrant Shares surrendered. On the Repurchase Request Purchase Offer Payment Date, the Company shall (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (d) If and i)accept for payment Registrable Securities or portions thereof tendered pursuant to the extent that Issuer is unable Purchase Offer, (ii)promptly deliver to perform any Holders of its obligations under this Section 6.01 under applicable Law, Issuer shall make no distribution on any Warrant Shares so accepted payment of its stock until such time as it has fully performed any such obligations.the purchase

Repurchase Election. (a) Grantee Western shall have the option, at any time and from time to time commencing upon the first occurrence of an Exercise Event in which the consideration to be received by Issuer Romarco or its stockholders, as the case may be, pursuant to a Competing Transaction upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer's Romarco’s stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing TransactionAcquisition Proposal, to send a written notice to Issuer Romarco (a "“Repurchase Notice"”) that it will require Issuer Romarco (or any successor entity thereof) to pay to Grantee Western the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee Western of the shares of Issuer Romarco Common Stock acquired hereunder with respect to which Grantee Western then has beneficial ownership. The date on which Grantee Western delivers the Repurchase Notice under this Section 6.01 is referred to as the "“Repurchase Request Date"”. The "“Repurchase Fee" ” shall be equal to the sum of the following: (i) the aggregate Purchase Price paid by Grantee Western for any shares of Issuer Romarco Common Stock acquired pursuant to the Stock Option with respect to which Grantee Western then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03, the Spread, multiplied by the number of shares of Issuer Romarco Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee Western then has beneficial ownership. (b) If Grantee Western exercises its rights under this Section 6.01, within five business days after the Repurchase Request Date, (i) Issuer Romarco shall pay by wire transfer to Grantee Western the Repurchase Fee in immediately available funds to an account designated in writing by Grantee Western to IssuerRomarco, net of any required tax withholding, and (ii) Grantee Western shall surrender to Issuer Romarco certificates evidencing the shares of Issuer Romarco Common Stock acquired hereunder with respect to which Grantee Western then has beneficial ownership, and Grantee Western shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all claims, liens, claimscharges, charges encumbrances and encumbrances security interests of any kind whatsoever. (c) Romarco shall use reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 6.01 under applicable Law. (d) If and to the extent that Issuer Romarco is unable to perform any of its obligations under this Section 6.01 under applicable Law, Issuer Romarco shall make no distribution on any of its stock until such time as it has fully performed any such obligations.

Repurchase Election. (ai) Grantee Notwithstanding the foregoing provisions of Section 2.1(a), the Company shall have not be obligated to effect a Demand Registration if the optionCompany elects to make an offer to repurchase (a "Purchase Offer") all of the Included Shares (a "Purchase Election") by mailing notice of such Purchase Offer to all Holders of Included Shares on a date (the "Purchase Election Date") not more than 60 days after the receipt of any request for a Demand Registration and indicating in such Purchase Offer that the Purchase Election will be consummated on a Business Day (the "Purchase Offer Payment Date") not more than 60 days after the Purchase Election Date at a price equal to the Fair Market Value of each share of Common Stock owned by the Holder or, at if later, 10 days after the determination of the Fair Market Value of the Common Stock. (1) that the Purchase Offer is being made pursuant to this Section 2.1(b) and that all Included Shares tendered for repurchase will be accepted for payment; (2) the purchase price per share of Common Stock calculated as set forth above and the Purchase Offer Payment Date; (3) that any time and from time Included Shares accepted for payment pursuant to time commencing upon the first occurrence of an Exercise Event in which the consideration Purchase Offer shall cease to be received by Issuer or its stockholders, as outstanding after the case may be, Purchase Offer Payment Date unless the Company defaults in making payment therefor of the purchase price; (4) that Holders electing to have Included Shares purchased pursuant to a Competing Transaction consists Purchase Offer will be required to surrender such share of Common Stock, together with a completed letter of transmittal, to the Company (or its agent as designated by the Company in whole or such notice) at the address specified in part of shares of capital stock of a third party and ending the notice no later than 5:00 p.m. New York City time on the tenth business day after Business Day prior to the first mailing to Issuer's stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing Transaction, to send a written notice to Issuer Purchase Offer Payment Date; (a "Repurchase Notice"5) that it Holders will require Issuer be entitled to withdraw their election if the Company (or any successor entity thereofsuch designated agent) receives, not later than 5:00 p.m. New York City time on the Business Day prior to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 6.01(b) belowPurchase Offer Payment Date, upon delivery by Grantee a telegram, telex, facsimile transmission or letter setting forth the name of the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 6.01 is referred to as the "Repurchase Request Date". The "Repurchase Fee" shall be equal to the sum of the following: (i) the aggregate Purchase Price paid by Grantee for any shares of Issuer Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03Holder, the Spread, multiplied by the number of shares of Issuer Common Stock with respect delivered for purchase and a statement that such Holder is withdrawing its election to which have such shares of Common Stock purchased and promptly thereafter the Company (or such designated agent) shall redeliver the withdrawn shares of Common Stock Option has been exercised and with respect to which Grantee then has beneficial ownership.the Holder; (b6) If Grantee exercises its rights under this Section 6.01, within five business days after that a Holder electing not to tender such Holder's Included Shares for purchase pursuant to such Purchase Offer by 5:00 p.m. New York City time on the Repurchase Request Date, Business Day prior to the Purchase Offer Payment Date will have no continuing right to require the Company to repurchase such Holder's Included Shares; and (i7) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the that Holders whose shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership are tendered for purchase in part only will be issued new certificates representing the number of such the unpurchased shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoeverCommon Stock surrendered. (d) If and to the extent that Issuer is unable to perform any of its obligations under this Section 6.01 under applicable Law, Issuer shall make no distribution on any of its stock until such time as it has fully performed any such obligations.

Repurchase Election. (ai) Grantee Notwithstanding the foregoing provisions of Section 2.1(a), the Issuer shall have not be obligated to effect a Demand Registration if the optionIssuer elects to make, or cause its designee to make, an offer to repurchase (a "Purchase Offer") all of the Unit Shares and Registrable Securities (a "Purchase Election") by mailing notice of such Purchase Offer to all Holders of Unit Shares and Registrable Securities on a date (the "Purchase Election Date") not more than 20 days after the receipt of any request for a Demand Registration made pursuant to Section 2.1(a) and indicating in such Purchase Offer that the Purchase Election will be consummated on a Business Day (the "Purchase Offer Payment Date") not more than 60 days after the Purchase Election Date at any time and from time a price per share equal to time commencing upon the first occurrence Fair Market Value per Unit Share or Registrable Security. (ii) Notice of an Exercise Event in which a Purchase Offer shall be mailed by the consideration to be received by Issuer or its stockholdersdesignee (or caused to be mailed by the Issuer or such designee), not less than 30 days nor more than 40 days before the Purchase Offer Payment Date to each Holder of Registrable Securities at its last registered address. The Purchase Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Business Day next preceding the Purchase Offer Payment Date. The notice, which shall govern the terms of the Purchase Offer, shall include such disclosures as are required by law and shall state: (1) that the case may bePurchase Offer is being made pursuant to this Section 2.1(b) and that all Unit Shares and Registrable Securities tendered for repurchase will be accepted for payment; (2) the purchase price per Unit Share and Registrable Security, the name and address of the investment bank that determined the Fair Market Value of the Unit Shares and Registrable Securities and the Purchase Offer Payment Date; (3) that any Unit Shares and Registrable Securities accepted for payment pursuant to the Purchase Offer shall cease to be outstanding after the Purchase Offer Payment Date unless the Issuer or its designee defaults in making payment therefor of the respective purchase price; (4) that Holders electing to have Registrable Securities purchased pursuant to a Competing Transaction consists Purchase Offer will be required to surrender such Unit Shares or Registrable Securities, together with a completed letter of transmittal, to the Issuer or its designee (or the Issuer's or its designee's agent as designated in whole or such notice) at the address specified in part of shares of capital stock of a third party and ending the notice no later than 5:00 p.m. New York City time on the tenth business day after Business Day prior to the first mailing Purchase Offer Payment Date; (5) that Holders will be entitled to Issuerwithdraw their election if the Issuer or its designee (or such designated agent) receives, not later than 5:00 p.m. New York City time on the Business Day prior to the Purchase Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the number of Unit Shares or Registrable Securities delivered for purchase and a statement that such Holder is withdrawing its election to have such Registrable Securities purchased and promptly thereafter the Issuer or its designee (or such designated agent) shall redeliver the withdrawn Registrable Securities to the Holder; (6) that a Holder electing not to tender such Holder's stockholders of a proxy statement, tender offer statement Unit Shares or other disclosure or offering document relating Registrable Securities for purchase pursuant to such Competing Transaction, to send a written notice to Issuer (a "Repurchase Notice") that it will require Issuer (or any successor entity thereof) to pay to Grantee Purchase Offer by 5:00 p.m. New York City time on the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee of the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 6.01 is referred to as the "Repurchase Request Date". The "Repurchase Fee" shall be equal Business Day prior to the sum of Purchase Offer Payment Date will have no continuing right to require the following: (i) the aggregate Purchase Price paid by Grantee for any shares of Issuer Common Stock acquired pursuant or its designee to the Stock Option with respect repurchase such Holder's Unit Shares or Registrable Securities or to which Grantee then has beneficial ownershipeffect a Demand Registration; and (ii7) subject to the maximum amounts specified that Holders whose Unit Shares or Registrable Securities are tendered for purchase in Section 3.03, the Spread, multiplied by part only will be issued new certificates representing the number of shares the unpurchased Unit Shares or Registrable Securities surrendered. On the Purchase Offer Payment Date, the Issuer or its designee shall (i) accept for payment Unit Shares or Registrable Securities or portions thereof tendered pursuant to the Purchase Offer, (ii) promptly deliver to Holders of Unit Shares or Registrable Securities so accepted payment of the purchase price therefor and (iii) issue and mail or deliver to such Holders new certificates representing a number of Unit Shares or Registrable Securities equal to the unpurchased portion of the Unit Shares or Registrable Securities surrendered. Upon payment for all Unit Shares or Registrable Securities tendered pursuant to a Purchase Offer or, to the extent Unit Shares or Registrable Securities are not tendered as provided in the immediately preceding paragraph, upon compliance by the Issuer Common Stock or its designee with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership. (b) If Grantee exercises its rights their obligations under this Section 6.012.1(b) other than payment, within five business days after the Repurchase Request DateIssuer or its designee shall be deemed to have effected the Demand Registration. The Issuer or its designee shall comply, (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (d) If and to the extent applicable, with the requirements of Sections 13 and 14 of the Exchange Act, and any other securities laws or regulations in connection with the repurchase of Registrable Securities pursuant to a Purchase Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.1(b), the Issuer is unable or its designee shall comply with the applicable securities laws and regulations and shall not be deemed to perform any of have breached its obligations under this Section 6.01 under applicable Law, Issuer shall make no distribution on any of its stock until such time as it has fully performed any such obligations2.1(b) by virtue thereof.

Repurchase Election. (a) Grantee Romarco shall have the option, at any time and from time to time commencing upon the first occurrence of an Exercise Event in which the consideration to be received by Issuer Western or its stockholders, as the case may be, pursuant to a Competing Transaction upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to IssuerWestern's stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing TransactionAcquisition Proposal, to send a written notice to Issuer Western (a "Repurchase Notice") that it will require Issuer Western (or any successor entity thereof) to pay to Grantee Romarco the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee Romarco of the shares of Issuer Western Common Stock acquired hereunder with respect to which Grantee Romarco then has beneficial ownership. The date on which Grantee Romarco delivers the Repurchase Notice under this Section 6.01 is referred to as the "Repurchase Request Date". The "Repurchase Fee" shall be equal to the sum of the following: (i) the aggregate Purchase Price paid by Grantee Romarco for any shares of Issuer Western Common Stock acquired pursuant to the Stock Option with respect to which Grantee Romarco then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03, the Spread, multiplied by the number of shares of Issuer Western Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee Romarco then has beneficial ownership. (b) If Grantee Romarco exercises its rights under this Section 6.01, within five business days after the Repurchase Request Date, (i) Issuer Western shall pay by wire transfer to Grantee Romarco the Repurchase Fee in immediately available funds to an account designated in writing by Grantee Romarco to IssuerWestern, net of any required tax withholding, and (ii) Grantee Romarco shall surrender to Issuer Western certificates evidencing the shares of Issuer Western Common Stock acquired hereunder with respect to which Grantee Romarco then has beneficial ownership, and Grantee Romarco shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all claims, liens, claimscharges, charges encumbrances and encumbrances security interests of any kind whatsoever. (c) Western shall use reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 6.01 under applicable Law. (d) If and to the extent that Issuer Western is unable to perform any of its obligations under this Section 6.01 under applicable Law, Issuer Western shall make no distribution on any of its stock until such time as it has fully performed any such obligations.

Repurchase Election. (ai) Grantee Notwithstanding the foregoing provisions of Section 3.1(a), in lieu of filing and causing to become effective a Registration Statement with respect to a Demand Registration, the Demand Registrant may satisfy its obligation with respect to such Demand Registration by making an offer to purchase (the "Demand Offer") (x) all Included Securities at a cash purchase price at least equal to the fair market value of the Included Securities (without any discount for lack of liquidity, the amount of Included Securities proposed to be sold or the fact that the Included Securities may represent a minority interest in a private company or a company under the control of another person) as determined in good faith by the Board of Directors of the Demand Registrant and determined to be fair, from a financial point of view, to the holders of Included Securities by a nationally recognized investment banking firm (as set forth in such firm's written fairness opinion delivered to the holders of Included Securities) and (y) all Convertible Securities convertible into Included Securities at a cash purchase price equal to the product of (A) the purchase price per Included Security set forth in clause (x)of this Section 4.1(b)(i) and (B) the number of Included Securities issuable upon conversion of such Convertible Security on the Demand Offer Expiration Date. It shall be a condition to the consummation of a Demand Offer that a majority of the Included Securities (either directly or through the tender of Convertible Securities) are tendered for purchase in such Demand Offer. If a majority of the Included Securities are not so tendered, the Company shall not be deemed to have satisfied its obligation with respect to the Demand Registration, PROVIDED that the holders of Registrable Securities may again require a Demand Registration only after 180 days have elapsed from the date notice of such Demand Offer was mailed to the holders of Included Securities. (ii) If the Demand Registrant elects to make the Demand Offer in lieu of a Demand Registration, it shall give notice of such election to each holder of Included Securities by first class mail, postage prepaid, within 30 days of receipt of the notice for a Demand Registration, which notice shall govern the terms of the Demand Offer and shall (A) set forth the pur- chase price to be paid for the Included Securities tendered in the Demand Offer, (B) include the full text of the fairness opinion referred to in the immediately preceding paragraph, (C) identify the date on which the Demand Offer will expire (the "Demand Offer Expiration Date"), which date shall be not less then 20 business days following the date of commencement of the Demand Offer, which commencement date shall be the date such notice is mailed to holders of Included Securities, (D) include a letter of transmittal which identifies where certificates representing the Included Securities tendered pursuant to the Demand Offer are to be delivered, (E) state that, unless the Demand Registrant defaults in the purchase of the Included Securities and Convertible Securities tendered pursuant to the Demand Offer or a majority of the Included Securities are not tendered pursuant thereto, holders of Included Securities and Convertible Securities so tendered shall have no rights with respect to such Included Securities and Convertible Securities tendered after the optionDemand Offer Expiration Date and the only remaining right of such holders is to recover the purchase price therefor promptly after the Demand Offer Expiration Date and (F) that holders whose Included Securities and Convertible Securities are tendered for purchase in part only will be issued new certificates representing the number of unpurchased Registrable Securities, at any time and from time to time commencing upon the first occurrence of an Exercise Event in which the consideration to be received by Issuer Convertible Debentures or its stockholdersConvertible Preferred Units, as the case may be, surrendered. (iii) On the Demand Offer Expiration Date, if a majority of the Included Securities have been tendered for purchase, the Demand Registrant will (A) accept for purchase all Included Securities and Convertible Securities tendered pursuant to the Demand Offer, (B) promptly deliver to tendering holders of Included Securities and Convertible Securities the purchase price therefor and (C) issue and mail or deliver to holders tendering a Competing Transaction consists in whole portion of their Included Securities, Convertible Debentures or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer's stockholders of a proxy statementConvertible Preferred Units, tender offer statement or other disclosure or offering document relating to such Competing Transaction, to send a written notice to Issuer (a "Repurchase Notice") that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee of the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 6.01 is referred to as the "Repurchase Request Date". The "Repurchase Fee" shall be case may be, new certificates representing a number of Registrable Securities, Convertible Debentures or Convertible Preferred Units, as the case may be, equal to the sum unpurchased portion of the following: (i) Registrable Securities, Convertible Debentures or Convertible Preferred Units, as the aggregate Purchase Price paid by Grantee for any shares of Issuer Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03case may be, the Spread, multiplied by the number of shares of Issuer Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownershipsurrendered. (biv) If Grantee exercises its rights under this Section 6.01, within five business days after The Demand Registrant will comply with the Repurchase Request Date, (i) Issuer shall pay by wire transfer to Grantee requirements of the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, Exchange Act and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Issuer Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, other securities laws and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. (d) If and regulations to the extent that Issuer is unable such laws and regulations are applicable in connection with the Demand Offer. To the extent the provisions of any securities laws or regulations conflict with the Demand Offer provisions of this Agreement, the Demand Registrant shall comply with the applicable securities laws and regulations and shall not be deemed to perform any of have breached its obligations under this Section 6.01 under applicable Law, Issuer shall make no distribution on any of its stock until such time as it has fully performed any such obligationsAgreement by virtue thereof.

Repurchase Election. (a) Grantee Romarco shall have the option, at any time and from time to time commencing upon the first occurrence of an Exercise Event in which the consideration to be received by Issuer Western or its stockholders, as the case may be, pursuant to a Competing Transaction upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer's Western’s stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Competing TransactionAcquisition Proposal, to send a written notice to Issuer Western (a "“Repurchase Notice"”) that it will require Issuer Western (or any successor entity thereof) to pay to Grantee Romarco the Repurchase Fee (as defined below) as provided in Section 6.01(b) below, upon delivery by Grantee Romarco of the shares of Issuer Western Common Stock acquired hereunder with respect to which Grantee Romarco then has beneficial ownership. The date on which Grantee Romarco delivers the Repurchase Notice under this Section 6.01 is referred to as the "“Repurchase Request Date"”. The "“Repurchase Fee" ” shall be equal to the sum of the following: (i) the aggregate Purchase Price paid by Grantee Romarco for any shares of Issuer Western Common Stock acquired pursuant to the Stock Option with respect to which Grantee Romarco then has beneficial ownership; and (ii) subject to the maximum amounts specified in Section 3.03, the Spread, multiplied by the number of shares of Issuer Western Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee Romarco then has beneficial ownership. (b) If Grantee Romarco exercises its rights under this Section 6.01, within five business days after the Repurchase Request Date, (i) Issuer Western shall pay by wire transfer to Grantee Romarco the Repurchase Fee in immediately available funds to an account designated in writing by Grantee Romarco to IssuerWestern, net of any required tax withholding, and (ii) Grantee Romarco shall surrender to Issuer Western certificates evidencing the shares of Issuer Western Common Stock acquired hereunder with respect to which Grantee Romarco then has beneficial ownership, and Grantee Romarco shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all claims, liens, claimscharges, charges encumbrances and encumbrances security interests of any kind whatsoever. (c) Western shall use reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 6.01 under applicable Law. (d) If and to the extent that Issuer Western is unable to perform any of its obligations under this Section 6.01 under applicable Law, Issuer Western shall make no distribution on any of its stock until such time as it has fully performed any such obligations.