OF DELIVERY OF THE REPURCHASE NOTICE.
IF THE NUMBER OF UNVESTED SHARES
TO BE REPURCHASED BY THE COMPANY THEN HELD BY PURCHASER IS LESS THAN THE TOTAL
NUMBER OF UNVESTED SHARES THAT THE COMPANY HAS ELECTED TO PURCHASE, THE COMPANY
SHALL PURCHASE THE REMAINING UNVESTED SHARES ELECTED TO BE PURCHASED FROM THE
OTHER HOLDER(S) OF UNVESTED SHARES UNDER THIS AGREEMENT (I.E., PURCHASER'S
PERMITTED TRANSFEREES), PRO RATA ACCORDING TO THE NUMBER OF UNVESTED SHARES HELD
BY SUCH OTHER HOLDER(S) AT THE TIME OF DELIVERY OF SUCH REPURCHASE NOTICE
(DETERMINED AS NEARLY AS PRACTICABLE TO THE NEAREST SHARE).
5
(D)
IF FOR ANY REASON THE COMPANY DOES NOT ELECT TO PURCHASE ALL OF
THE UNVESTED SHARES PURSUANT TO THE REPURCHASE OPTION, THE INVESTORS SHALL BE
ENTITLED TO EXERCISE THE REPURCHASE OPTION FOR ALL OR ANY PORTION OF THE
UNVESTED SHARES THAT THE COMPANY HAS NOT ELECTED TO PURCHASE (THE "AVAILABLE
SECURITIES").
AS SOON AS PRACTICABLE AFTER THE COMPANY HAS DETERMINED THAT
THERE WILL BE AVAILABLE SECURITIES, BUT IN ANY EVENT WITHIN FIVE MONTHS AFTER
THE SEPARATION, THE COMPANY SHALL GIVE WRITTEN NOTICE (THE "OPTION NOTICE") TO
THE INVESTORS SETTING FORTH THE NUMBER OF AVAILABLE SECURITIES 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 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 SECURITIES 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