Common use of Right to Purchase Shares, Rights or Convertible Securities Clause in Contracts

Right to Purchase Shares, Rights or Convertible Securities. (a) The Senior Investing Stockholders shall have the right to purchase all or a portion of the Securities at the price and on the terms stated in the Offer Notice, such price to be paid in full in cash, check or wire transfer of immediately available funds at the time of issuance of such Securities to the Senior Investing Stockholders; provided, however, that the Senior Investing Stockholders shall be entitled to purchase such Securities at the most favorable price and on the most favorable terms as such securities have been or are to be offered to any other Person. There shall be allocated to each Senior Investing Stockholder a number of the Securities offered in such New Issuance equal to the lesser of (A) the total number of Securities which the Senior Investing Stockholder has elected to purchase and (B) a portion of the Securities equal to a fraction (the “Pro Rata Share”) (i) the numerator of which is the number of shares of Common Stock owned by such Senior Investing Stockholder (on an as converted to Common Stock basis) and (ii) the denominator of which is the total number of shares of Common Stock owned by all Senior Investing Stockholders (on an as converted to Common Stock basis). The rights set forth in this Section 2 shall be exercised by each Senior Investing Stockholder, if at all, by written notice (the “Acceptance Notice”) to the Company delivered not later than twenty (20) days after the receipt by the Senior Investing Stockholder of the Offer Notice in accordance with the terms and conditions stated therein, and such right shall expire at the end of the twentieth day after the day of the receipt by the Senior Investing Stockholder of the Offer Notice.

Right to Purchase Shares, Rights or Convertible Securities. In the event of any proposed New Issuance (a) The Senior Investing Stockholders other than an Exempt Issuance), each Institutional Shareholder shall have the right to purchase all or with the Investors a pro rata portion of the shares of Common Stock, Rights or Convertible Securities proposed to be issued by the Company in such New Issuance at the price and on the terms stated in upon which the Offer NoticeCompany proposes to make the New Issuance, such price to be paid in full in cashfull, check or wire transfer of immediately available funds at the time of issuance of such Securities securities to the Senior Investing Stockholders; providedInstitutional Shareholders, howeverin cash or, if the consideration for such New Issuance is other than cash, the fair market value of the non-cash consideration offered, such fair market value to be determined by an investment banking firm acceptable to the Institutional Shareholders. The PRO RATA portion of the shares of Common Stock, Rights or Convertible Securities proposed to be issued in such New Issuance that the Senior Investing Stockholders each Institutional Shareholder shall be entitled to purchase such Securities at the most favorable price and on the most favorable terms as such securities have been or are to be offered to any other Person. There hereunder shall be allocated to each Senior Investing Stockholder a number determined as of the Securities offered in date immediately preceding the proposed New Issuance, by treating each Institutional Shareholder, for the purpose of such New Issuance equal to computation, as the lesser holder of (A) the total number of Securities which the Senior Investing Stockholder has elected to purchase and (B) a portion of the Securities equal to a fraction (the “Pro Rata Share”) (i) the numerator of which is the number of shares of Common Stock owned then held by such Senior Investing Stockholder (on an as converted to Common Stock basis) it and (ii) the denominator of which is the total number of shares of Common Stock owned which would be issuable to it upon conversion, exercise and exchange of all Rights and Convertible Securities then held by it and assuming the like conversion, exercise and exchange of all Senior Investing Stockholders (on an as converted to Common Stock basis)such securities held by other persons. The rights set forth in this Section 2 3.1.2 shall be exercised by each Senior Investing Stockholderthe Institutional Shareholders, if at all, by written notice (the “Acceptance Notice”) to the Company delivered not later than twenty thirty (2030) days after the receipt by the Senior Investing Stockholder Institutional Shareholders of the Offer Notice in accordance with the terms and conditions stated therein, and such right shall expire with respect to each Institutional Shareholder at the end of the twentieth thirtieth day after the day of the receipt by the Senior Investing Stockholder such Institutional Shareholders of the Offer Notice; PROVIDED, HOWEVER, that if, subsequent to the Offer Notice, a price change of more than five percent occurs, or if any change occurs in the type of consideration to be received by the Company in such New Issuance, the Company shall provide the Institutional Shareholder with notice of the change in price or consideration, and the Institutional Shareholder's rights shall expire at the later of the end of the thirtieth day after the day of receipt of the original Offer Notice or the fifth day after receipt of the notice of such change in price or consideration, as the case may be. The rights of the Institutional Shareholders under this Section 3.1 shall inure to the benefit of and be enforceable by any transferee of the Institutional Shareholders which is an Initial Transferee of the Institutional Shareholders.