AND THE PURCHASE
PRICE FOR SUCH AVAILABLE SECURITIES.
THE INVESTORS MAY ELECT TO PURCHASE ANY OR
ALL OF THE AVAILABLE SECURITIES BY GIVING WRITTEN NOTICE TO THE COMPANY WITHIN
SIX MONTHS AND 10 DAYS AFTER THE SEPARATION.
IF THE INVESTORS ELECT TO PURCHASE
AN AGGREGATE NUMBER OF AVAILABLE SECURITIES THAT IS GREATER THAN THE NUMBER OF
AVAILABLE SECURITIES, THE AVAILABLE SECURITIES SHALL BE ALLOCATED AMONG THE
INVESTORS BASED UPON THE NUMBER OF SHARES OF COMMON STOCK OWNED BY EACH
INVESTOR.
AS SOON AS PRACTICABLE, AND IN ANY EVENT WITHIN TEN DAYS, AFTER THE
EXPIRATION OF THE SIX-MONTH AND TEN-DAY PERIOD SET FORTH ABOVE, THE COMPANY
SHALL NOTIFY EACH HOLDER OF UNVESTED SHARES AS TO THE NUMBER OF UNVESTED SHARES
BEING PURCHASED FROM SUCH HOLDER BY THE INVESTORS (THE "SUPPLEMENTAL REPURCHASE
NOTICE").
AT THE TIME THE COMPANY DELIVERS THE SUPPLEMENTAL REPURCHASE NOTICE
TO THE HOLDER(S) OF UNVESTED SHARES, THE COMPANY SHALL ALSO DELIVER WRITTEN
NOTICE TO EACH INVESTOR SETTING FORTH THE NUMBER OF UNVESTED SHARES SUCH
INVESTOR IS ENTITLED TO PURCHASE, THE AGGREGATE PURCHASE PRICE AND THE TIME AND
PLACE OF THE CLOSING OF THE TRANSACTION.
(E)
THE CLOSING OF THE PURCHASE OF THE UNVESTED SHARES PURSUANT TO THE
REPURCHASE OPTION SHALL TAKE PLACE ON THE DATE DESIGNATED BY THE COMPANY IN THE
REPURCHASE NOTICE OR SUPPLEMENTAL REPURCHASE NOTICE, WHICH DATE SHALL NOT BE
MORE THAN ONE MONTH NOR LESS THAN FIVE DAYS AFTER THE DELIVERY OF THE LATER OF
EITHER SUCH NOTICE TO BE DELIVERED.
THE COMPANY WILL PAY FOR THE UNVESTED
SHARES TO BE PURCHASED BY IT PURSUANT TO THE REPURCHASE OPTION BY FIRST
OFFSETTING AMOUNTS OUTSTANDING UNDER ANY BONA FIDE DEBTS OWED BY PURCHASER TO
THE COMPANY, AND WILL PAY THE REMAINDER OF THE PURCHASE PRICE BY, AT ITS OPTION,
(A) A CHECK OR WIRE TRANSFER OF FUNDS, (B) THE ISSUANCE OF A SUBORDINATED
PROMISSORY NOTE OF THE COMPANY BEARING INTEREST AT A RATE EQUAL TO SUCH RATE AS
MAY BE DETERMINED BY THE BOARD (PROVIDED THAT SUCH RATE MAY NOT BE LESS THAN THE
PRIME RATE (AS PUBLISHED IN THE WALL STREET JOURNAL FROM TIME TO TIME)) AND
HAVING SUCH MATURITY PROVISIONS AS THE COMPANY SHALL DETERMINE IN GOOD FAITH OR
(C) ANY COMBINATION OF (A) AND (B) AS THE BOARD MAY ELECT IN ITS DISCRETION;
PROVIDED THAT, TO THE EXTENT THAT THE COMPANY HAS READILY AVAILABLE CASH
RESOURCES IN EXCESS OF ITS WORKING CAPITAL AND OTHER REASONABLE CASH NEEDS AND
WITHOUT IMPOSING ANY OBLIGATION ON THE COMPANY TO RAISE FINANCING TO FUND THE
REPURCHASES OR TO MATERIALLY IMPAIR ITS FINANCIAL LIQUIDITY OR CONDITION, THE
COMPANY SHALL USE REASONABLE EFFORTS TO PAY THE PURCHASE PRICE FOR SUCH UNVESTED
SHARES PURSUANT TO THE FOREGOING CLAUSE (A).
EACH INVESTOR WILL PAY FOR THE
UNVESTED SHARES PURCHASED BY IT BY A CHECK OR WIRE TRANSFER OF FUNDS.
THE
COMPANY AND THE INVESTORS WILL BE ENTITLED TO RECEIVE CUSTOMARY REPRESENTATIONS
AND WARRANTIES FROM THE SELLERS REGARDING SUCH SALE AND REQUIRE THAT ALL
SELLERS' SIGNATURES BE GUARANTEED.
(F)
NOTWITHSTANDING ANYTHING TO THE