Common use of Certain Purchase Rights Clause in Contracts

Certain Purchase Rights. If the Company proposes directly or ----------------------- indirectly to issue, sell, or grant (collectively, an "issuance") any equity -------- securities or any securities convertible into or exchangeable for equity securities, other than pursuant to the Company's IPO or any subsequent registered public offering (collectively, the "New Securities"), then the -------------- Company shall, no later than 45 calendar days prior to the consummation of such issuance, give written notice to each of the Investors of such proposed issuance (the "Notice of Issuance"). Such Notice of Issuance shall describe the proposed issuance, and contain an offer to each such Investor (other than the proposed purchasers) that in the reasonable judgment of the Company is an Accredited Investor, or who can provide the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the New Securities may be sold to such Investor without registration under the Act or any state securities or "blue sky" laws (each an "Accredited Offeree") to sell to such ------------------ Accredited Offeree, at the same price and for the same consideration to be paid by the proposed purchasers, such Accredited Offerees pro rata portion (which shall be a percentage, determined immediately prior to such proposed issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Accredited Offeree, provided, however, that if the use of proceeds of such New -------- ------- Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase of the New Securities to be sold. Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Accredited Offeree who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Accredited Offeree fails to accept such offer by written notice within 30 calendar days after its receipt of the Notice of Issuance, the Company may proceed with such proposed issuance, free of any right on the part of such Accredited Offeree under this Section 2.1

Certain Purchase Rights. If the Company proposes directly or ----------------------- indirectly to issue, sell, or ----------------------- grant (collectively, an "issuance") any equity -------- securities or any securities -------- convertible into or exchangeable for equity securities, other than pursuant to the Company's IPO or any subsequent registered public offering securities (collectively, the "New --- Securities"), then the -------------- Company shall, no later than 45 calendar ten (10) business days prior ---------- to the consummation of such issuance, give written notice to each of the Investors Stockholders of such proposed issuance (the "Notice of Issuance"). Such Notice of ------------------ Issuance shall describe the proposed such issuance, and contain an offer to each such Investor (other than the proposed purchasers) that in the reasonable judgment of the Company is an Accredited Investor, or who can provide the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the New Securities may be sold to such Investor without registration under the Act or any state securities or "blue sky" laws (each an "Accredited Offeree") Stockholder to sell to such ------------------ Accredited OffereeStockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Accredited Offerees Stockholder's pro rata portion (which shall be a percentage, determined immediately prior to such proposed issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Accredited Offeree, provided, however, that if the use of proceeds of such New -------- ------- Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase of the New Securities to be soldStockholder). Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Accredited Offeree Stockholder who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Accredited Offeree Stockholder fails to accept such offer by written notice within 30 calendar ten (10) business days after its receipt of the Notice of Issuance, the Company may shall proceed with such proposed issuance, free of any right on the part of such Accredited Offeree Stockholder under this Section 2.14.1 in respect thereof. Any issuance of New Securities more than forty-five (45) days after the expiration of such ten business day period, or to a different issuee, or on terms and conditions less favorable to the Company in any material respect than those described in the notice to the Stockholders, shall be subject to a new notice to and new purchase rights by the Stockholders under this Section 4.1. This Section 4.1 shall not apply to the issuance of any Excluded Securities. For purposes of this Agreement, "Excluded -------- Securities" shall mean: (a) issuances of securities which have been approved ---------- prior to the date hereof (including without limitation issuances under the Company's employee stock purchase plans described under Section 5.3 of the Stock Purchase Agreement), provided that such issuances are permitted under the Purchase Agreements; (b) issuances of securities which have been approved by the Board of Directors in accordance with this Agreement and by the stockholders; (c) New Securities distributed or set aside to all holders of Common Stock on a per share equivalent basis; (d) issuances pursuant to the Purchase Agreements; and (e) issuances of New Securities upon the grant, exercise or conversion of (i) options or warrants to purchase shares of Company Stock or (ii) securities which are convertible into shares of Company Stock ((i) and (ii) shall be referred to collectively as "Convertible Securities"), in each case where such ---------------------- Convertible Securities have been granted or issued prior to the date hereof or have been granted or issued in accordance with this Agreement.

Certain Purchase Rights. If At any time after the Company proposes directly or ----------------------- indirectly to issue, sell, or grant (collectively, an "issuance") any equity -------- securities or any securities convertible into or exchangeable for equity securities, other than pursuant to the Company's IPO or any subsequent registered public offering (collectively, the "New Securities"), then the -------------- Company shall, no later than 45 calendar days Effective Date and prior to the consummation date on which an active trading market exists in the Common Stock (as evidenced by the Common Stock's listing on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ National Market System), Employee shall give Employer written notice if he desires to sell any of the Shares. On receipt of such issuancenotice, give written notice Employer and Employee shall seek to each of agree on a purchase price for the Investors of such proposed issuance Shares (the "Notice of IssuancePurchase Price"). Such Notice If Employee and Employer agree on a Purchase Price, the amount so agreed upon shall be the Purchase Price. If Employer and Employee cannot reach agreement within fifteen (15) days of Issuance the Employee's notice to Employer, the Purchase Price shall describe be determined by appraisal by one or more nationally recognized securities brokerage firms having offices in more than ten states in the proposed issuanceUnited States ("Appraiser") in accordance with the following procedure. 1. 1. If Employer and Employee agree on a single Appraiser, the fair market value of the Shares as determined by such Appraiser shall constitute the Purchase Price. In such event, the fees and expenses of the Appraiser shall be paid jointly by Employee and Employer. 2. 2. If Employer and Employee cannot agree on a single Appraiser within twenty (20) days following the date of Employee's notice, Employer and Employee shall each designate an Appraiser and promptly notify the other party of such designation. Each Appraiser shall be instructed to value the Shares as a single unit, and contain an offer to each such Investor (other than the proposed purchasers) that in the reasonable judgment of the Company is an Accredited Investor, or who can provide the Company with shall render an opinion of counsel, reasonably satisfactory the fair market value of the Shares within thirty (30) days after their designation. The Purchase Price in form and substance to the Company, that the New Securities may be sold to such Investor without registration under the Act or any state securities or "blue sky" laws (each an "Accredited Offeree") to sell to such ------------------ Accredited Offeree, at the same price and for the same consideration to be paid by the proposed purchasers, such Accredited Offerees pro rata portion (which this event shall be a percentage, determined immediately prior to such proposed issuance, equal to the percentage average of the Fully-Diluted Common Stock held by such Accredited Offeree, provided, however, that if the use Appraisers' determinations of proceeds of such New -------- ------- Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase fair market value of the New Securities to be soldShares. Subject to Each of Employer and Employee shall pay the foregoing, if Common Stock is being issued with other securities as a unit, each Accredited Offeree who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Accredited Offeree fails to accept such offer by written notice within 30 calendar days after its receipt respective fees and expenses of the Notice of Issuance, the Company may proceed with such proposed issuance, free of any right on the part of such Accredited Offeree under this Section 2.1their appointed Appraiser.

Certain Purchase Rights. If the Company proposes directly or ----------------------- indirectly to issue, sell, or ----------------------- grant (collectively, an "issuance") any equity -------- securities or any securities -------- convertible into or exchangeable for equity securities, other than pursuant to the Company's IPO or any subsequent registered public offering securities (collectively, the "New --- Securities"), then the -------------- Company shall, no later than 45 calendar ten (10) business days prior ---------- to the consummation of such issuance, give written notice to each of the Investors Stockholders of such proposed issuance (the "Notice of Issuance"). Such Notice of ------------------ Issuance shall describe the proposed such issuance, and contain an offer to each such Investor (other than the proposed purchasers) that in the reasonable judgment of the Company is an Accredited Investor, or who can provide the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the New Securities may be sold to such Investor without registration under the Act or any state securities or "blue sky" laws (each an "Accredited Offeree") Stockholder to sell to such ------------------ Accredited OffereeStockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Accredited Offerees Stockholder's pro rata portion (which shall be a percentage, determined immediately prior to such proposed issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Accredited Offeree, provided, however, that if the use of proceeds of such New -------- ------- Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase of the New Securities to be soldStockholder). Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Accredited Offeree Stockholder who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Accredited Offeree Stockholder fails to accept such offer by written notice within 30 calendar ten (10) business days after its receipt of the Notice of Issuance, the Company may shall proceed with such proposed issuance, free of any right on the part of such Accredited Offeree Stockholder under this Section 2.14.1 in respect thereof. Any issuance of New Securities more than forty-five (45) days after the expiration of such ten business day period, or to a different issuee, or on terms and conditions less favorable to the Company in any material respect than those described in the notice to the Stockholders, shall be subject to a new notice to and new purchase rights by the Stockholders under this Section 4.1. This Section 4.1 shall not apply to the issuance of any Excluded Securities. For purposes of this Agreement, "Excluded -------- Securities" shall mean: (a) issuances of securities which have been approved ---------- prior to the date hereof (including without limitation issuances under the Company's employee stock purchase plans described under Section 5.3 of the Stock Purchase Agreement), provided that such issuances are permitted under the Purchase Agreements; (b) issuances of securities which have been approved by the Board of Directors in accordance with this Agreement and by the stockholders; (c) New Securities distributed or set aside to all holders of Common Stock on a per share equivalent basis; (d) issuances pursuant to the Purchase Agreements; and (e) issuances of New Securities upon the grant, exercise or conversion of (i) options or warrants to purchase shares of Company Stock or (ii) securities which are convertible into shares of Company Stock ((i) and (ii) shall be referred to collectively as "Convertible ----------- Securities"), in each case where such Convertible Securities have been granted ---------- or issued prior to the date hereof or have been granted or issued in accordance with this Agreement.