Common use of Call Rights Clause in Contracts

Call Rights. (a) At any time after the SoftBank Trigger Date, the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicable). The Class A-1/D Purchase or the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares. (d) Each Class A-1 Preferred Member, Class D Member and Class E Member, as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e) (i) At any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed to be references to the GM Investor. (f) At any time or from time to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.

Call Rights. a. Following the third (a3rd) At any anniversary of the Closing Date until such time after the SoftBank Trigger Dateas a Public Offering has been consummated, the Company will have the rightBlack Knight or Parent (each, a “Calling Party”) may, but shall not be required to, elect by providing written notice to each Class A-1 Preferred Member, each Class D Member and (the Board of Directors (a “SoftBank Call Notice”) to purchase all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall sell to purchase from each Class A-1 Preferred Member and each Class D Member the Calling Party all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such Members Called Party, as applicable (and the “Called Units”), at a price per Unit equal to the Call Price. b. The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any other Equity Securitiesextension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, excluding any Class F Preferred Shares and Class G Preferred Sharessuch extension to last no longer than 180 days from the delivery of such notice). If such date is not a business day, held by such Members) in exchange for a cash purchase price shall occur on the next succeeding business day. At such closing, (i) per Class A-1 Preferred Share equal to the greater of (A) Calling Party shall pay the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMVCalled Party, and (ii) per Class D Common Share (the Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any other Equity Securitiesdocumentation reasonably requested by the Calling Party to evidence such transfer, excluding which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Called Units and acceptance of the aggregate Call Price of all Called Units by any Class F Preferred Shares Person selling such Called Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and Class G Preferred Shares, held warranty by such MembersPerson that: (1) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice such Person has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the full right, by providing written notice title and interest in and to each Class E Member such Called Units; (2) such Person has all necessary power and the Board authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of Directors any and all liens or encumbrances; and (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all4) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice there is no adverse claim with respect to such Called Units. c. The Calling Party may pay the Class A-1 Preferred Sharesaggregate Call Price of all Called Units in (i) lump-sum cash, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event by wire transfer of a Honda Call Noticeimmediately available funds, (1ii) references to “SoftBank” and Black Knight’s common stock (which common stock (A) shall be valued based on the “Majority average closing stock prices of Black Knight’s common stock for the twenty (20) trading days immediately preceding the date that Black Knight receives written notice of the Class A-1 Preferred” on Exhibit II approval of the Appraisal Price, (B) shall be replaced restricted securities the resale of which shall be registered immediately following the issuance of such common stock pursuant to an effective shelf registration statement (which Black Knight shall ensure remains effective with “Honda” and (2) respect to Cannae or THL at least until the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase time at which Cannae or the Class E PurchaseTHL, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination no longer owns more than 2% of the Per Class A-1 Preferred Share FMV then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or Per Class E FMV (as applicable). The Class A-1/D Purchase or the Class E PurchaseTHL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of a pending material transaction or other material event) and (C) shall not be memorialized subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of cash and Black Knight common stock (valued in accordance with clause (ii)). The Calling Parties agree that, to the extent that they choose to pay the aggregate Call Price of all Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a written agreement containing customary terms manner that is tax efficient for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member the Calling Party and Cannae or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares. (d) Each Class A-1 Preferred Member, Class D Member and Class E Member, as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E PurchaseTHL, as applicable. (e) (i) At any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed to be references to the GM Investor. (f) At any time or from time to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(e) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred Vested Shares (“Subject Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV”). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or a Sale such repurchase. (iii) Any repurchase of the Company, Subject Shares by the Company will have pursuant to the right, by providing written notice to any or all terms of the Class H Members (each, this Section 6(e) shall be consummated on a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) date (the “Class H PurchaseRepurchase Date”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 3 Preference Amount (defined below); (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this typeRepurchase Notice less the Group 3 Preference Amount; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing and (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(fC) with respect to Class H Vested Shares issued which are repurchased following a Termination of Relationship for Cause, in connection with any particular M&A Transaction and reflected in cash at a price per Vested Share equal to the definitive agreement related to original per Share Purchase Price paid by the Participant for such M&A TransactionVested Shares.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”)this Section 6(e) shall apply with respect to the Vested Shares, to purchase from each any Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D A Common Shares then owned by into which such Members (Vested Shares are exchanged or converted pursuant to Section 11 and any other Equity Securities, excluding shares into which such Class A Common Shares are exchanged or converted in connection with or prior to any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV IPO (collectively, the Vested Shares, any Class A Common Shares into which the Vested Shares are exchanged and any shares into which such Class A Common Shares are exchanged or converted in connection with or prior to an IPO, referred to hereinafter as the “Class A-1/D PurchaseSubject Shares”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or a Sale such repurchase. (iii) Any repurchase of the Company, Subject Shares by the Company will have pursuant to the rightterms of this Section 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by providing written notice to any or all the Company less $[Insert fair market value of the Class H Members A common shares as of December 31, 2015]; (eachB) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause , in cash at a “price per Vested Share equal to the volume weighted average closing trading price of a Class H Call Notice”), to purchase from such A Share on the principal exchange where the Class H Member(s) any or all A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less $[Insert fair market value of the Class H A common shares as of December 31, 2015]; (C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares; (D) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company, (E) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and (F) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Class A Common Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares plus $[Insert fair market value of the Class A common shares as of December 31, 2015]. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(e) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in irrevocably be appointed to transfer such Subject Shares to the Company’s most recent bona fide equity financing with Company on the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(e), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(e)(iii), as applicable.

Call Rights. (a) At any time after If, prior to the SoftBank Trigger Date, the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) end of the Class A-1 Preferred Shares and Class D Common Shares then owned Restricted Period, (x) the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) is terminated by such Members WMC for Cause, (y) the beneficiaries of an Employee Stockholder's Trust shall include any person or entity other than the Employee Stockholder, his spouse or lineal descendants, or (z) the Employee Stockholder (and any Permitted Transferees) shall effect a transfer of any shares of Stock other Equity Securitiesthan as permitted in this Agreement, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price then: (i) per Class A-1 Preferred Share Holding shall have the right to purchase all or any portion of the Common Stock then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the greater lesser of (A) the applicable Class A-1 Liquidation Preference Amount, Fair Market Value per share and (B) the Per Class A-1 Preferred Share FMV, and Book Value per share; (ii) per Class D Common Share (WMC shall have the right to purchase all or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, portion of the Option Stock then held by such Membersthe Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Per Class A-1 Preferred Share FMV lesser of the Option Price and the Book Value per Option; and (collectively, iii) All Options shall terminate without any payment. (iv) Holding shall have the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant right to Section 9.13 and, subsequent purchase all or any portion of the Assisted Shares then held by the Employee Stockholder (and any Permitted Transferees) at a price equal to the delivery lesser of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then (a) the process contemplated by Section 9.13 shall be suspended purchase price per share (it being understood that if $.50) and (b) the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Book Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12per share. (b) At any time after If, prior to the Honda Call Trigger Dateexpiration of the Restricted Period, the Company will have Employee Stockholder's active employment with WMC is terminated without Cause or if the rightEmployee Stockholder quits or for Good Reason, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to then WMC may purchase from each Class E Member all (but not less than all) or any portion of the Class E Common Assisted Shares then owned held by such Members the Employee Stockholder (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such MembersPermitted Transferees) in exchange for at a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV)Fair Market Value per share. (c) The Company and each Class A-1 Preferred MemberIf, Class D Member and Class E Member will consummate prior to the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination expiration of the Per Class A-1 Preferred Share FMV Restricted Period, the Employee Stockholder quits without Good Reason, then WMC will have the right to purchase all or Per Class E FMV any portion of the Assisted Shares then held by the Employee Stockholder (as applicable). The Class A-1/D Purchase or and any Permitted Transferees) for the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction lesser of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations (a) the purchase price per share and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of SharesFair Market Value per share. (d) Each Class A-1 Preferred MemberIf, Class D Member and Class E Memberprior to the expiration of the Restricted Period, as the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) ceases for any reason other than termination by WMC for Cause or termination due to the death or permanent disability (including if the Employee Stockholder quits or resigns), then: (i) Holding shall take have the right to purchase all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation portion of the Class A-1/D Purchase Common Stock then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Fair Market Value per share; (ii) WMC shall have the right to purchase all or Class E Purchaseany portion of vested Options then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per vested Option less the Option Price; provided that, as applicableif WMC exercises such repurchase right with respect to any Option that would have a repurchase price under this clause (b)(ii) of less than the Option Price at the time of such exercise, then such Options shall be canceled without any payment; (iii) WMC shall have the right to purchase all or any portion of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per share; and (iv) all unvested Options shall terminate without any payment therefor. (e) If the purchaser dies or becomes permanently disabled while still an employee of WMC (and/or, if applicable, its subsidiaries), then (i) At Holding may purchase all or any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu portion of the Company, in which event all references shares of Common Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Company in this Section 9.12 Fair Market Value per share; and (other than this Section 9.12(eii) or Section 9.12(f)WMC may purchase all of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) shall be deemed to be references at a purchase price equal to the GM InvestorFair Market Value per share less the Option Price per share. (f) At any time The price at which Stock or from time Options are purchased by WMC or Holding pursuant to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”Sections 5(a), 5(b) and 5(c) is referred to purchase from such Class H Member(sas the "Purchase Price". Any right to repurchase pursuant to Sections 5(a), 5(b) and 5(c) is referred to as a "Call Right". (g) Absent the extension of a Call Right on account of a default under any indebtedness agreement or all violation of the Class H Common Shares then owned by such Class H Member(sa statute as described in Section 5(f) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currentlybelow, $26.35WMC or Holding, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivisionthe case may be, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination shall have a period of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty sixty (3060) days following from the date of the Class H event giving rise to the Call Right (or if later, after the discovery of an impermissible transfer) in which to give notice in writing to the Employee Stockholder of its election to exercise its Call Rights pursuant to Sections 5(a), 5(b) or 5(c) (a "Call Notice"); provided that, in the case of the Employee Stockholder's permanent disability, such 60-day exercise period shall be extended to twelve (12) months after the event giving rise to the Call Right; and provided further, that any Call Right available in such case must be exercised within such 12-month period. (h) A Call Right shall be extended if WMC or Holding is, or would be as a result of the payment of the Purchase Price, in default under any indebtedness agreement or in violation of a statute. Any Call Right may be delayed upon such default or violation for twelve (12) months thereafter; provided however, that, if in connection with an event giving rise to a Call Right pursuant to Section 5(b), the exercise by WMC or Holding, as the case may be, of its Call Right is delayed by reason of such default, then and only then will exercisable Options be deemed to continue to be exercisable for the purposes of the purchase pursuant to the Call Right and the Purchase Price for the Stock and Options will be the higher of: (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. In connection with a termination for Cause or any other event giving rise to a Call Right pursuant to Section 6(a), the Purchase Price for the Stock and Options shall be the lesser of (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. Any Call Right may only be delayed upon such default or violation for twelve (12) months thereafter. (i) The completion of any purchase pursuant to this Section 5 shall take place at the principal office of WMC on the tenth business day after the giving of the Call Notice. The Class H applicable Purchase Price shall be memorialized paid by delivery to the Employee Stockholder (or the Permitted Transferee, as the case may be) of a certified bank check or checks in a written agreement containing customary terms for a transaction the appropriate amount payable to the order of this type; providedthe Employee Stockholder against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, that no Class H Member appropriately endorsed or executed by the Employee Stockholder (or the Permitted Transferee, as the case may be) or the Employee Stockholder's or Permitted Transferee's authorized representative. (j) Subject to Section 5(f), the Purchase Price shall be required to make any representations or warranties other than representations and warranties calculated as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding last day of the foregoingmonth preceding the month in which the event giving rise to the Call Right occurs. (k) In determining the Purchase Price, appropriate adjustments shall be made for any share dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding common stock in order to maintain, as nearly as practicable, the Board intended operation of Directors may waive the applicability provisions of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction6.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”)this Section 6(e) shall apply with respect to the Vested Shares, to purchase from each any Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D A Common Shares then owned by into which such Members (Vested Shares are exchanged or converted pursuant to Section 11 and any other Equity Securities, excluding shares into which such Class A Common Shares are exchanged or converted in connection with or prior to any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV IPO (collectively, the Vested Shares, any Class A Common Shares into which the Vested Shares are exchanged and any shares into which such Class A Common Shares are exchanged or converted in connection with or prior to an IPO, referred to hereinafter as the “Class A-1/D PurchaseSubject Shares”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO or IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a Sale price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Offering Price; (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less the Offering Price; (C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares; (D) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company, (E) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and (F) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Class A Common Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares plus the Offering Price. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common outstanding Subject Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities that are sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.pursuant to

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”)this Section 6(e) shall apply with respect to the Vested Shares, to purchase from each any Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D A Common Shares then owned by into which such Members (Vested Shares are exchanged or converted pursuant to Section 11 and any other Equity Securities, excluding shares into which such Class A Common Shares are exchanged or converted in connection with or prior to any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV IPO (collectively, the Vested Shares, any Class A Common Shares into which the Vested Shares are exchanged and any shares into which such Class A Common Shares are exchanged or converted in connection with or prior to an IPO, referred to hereinafter as the “Class A-1/D PurchaseSubject Shares”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO or IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a Sale price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less $26.00; (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less $26.00; [M-4 (November 2016)] (C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares; (D) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company, (E) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and (F) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Class A Common Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares plus $26.00. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common outstanding Subject Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(e) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in irrevocably be appointed to transfer such Subject Shares to the Company’s most recent bona fide equity financing with Company on the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(e), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(e)(iii), as applicable.

Call Rights. (a) At any time after If, prior to the SoftBank Trigger Date, the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) end of the Class A-1 Preferred Shares and Class D Common Shares then owned Restricted Period, (x) the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) is terminated by such Members WMC for Cause, (y) the beneficiaries of an Employee Stockholder's Trust shall include any person or entity other than the Employee Stockholder, his spouse or lineal descendants, or (z) the Employee Stockholder (and any Permitted Transferees) shall effect a transfer of any shares of Stock other Equity Securitiesthan as permitted in this Agreement, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price then: (i) per Class A-1 Preferred Share Holding shall have the right to purchase all or any portion of the Common Stock (other than the Assisted Shares) then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the greater lesser of (A) the applicable Class A-1 Liquidation Preference Amount, Fair Market Value per share and (B) the Per Class A-1 Preferred Share FMV, and Book Value per share; (ii) per Class D Common Share (WMC shall have the right to purchase all or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, portion of the Option Stock then held by such Membersthe Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Per Class A-1 Preferred Share FMV lesser of the Option Price and the Book Value per Option; and (collectively, iii) All Options shall terminate without any payment. (iv) Holding shall have the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant right to Section 9.13 and, subsequent purchase all or any portion of the Assisted Shares then held by the Employee Stockholder (and any Permitted Transferees) at a price equal to the delivery lesser of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then (a) the process contemplated by Section 9.13 shall be suspended purchase price per share (it being understood that if $.50) and (b) the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Book Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12per share. (b) At any time after If, prior to the Honda Call Trigger Dateexpiration of the Restricted Period, the Company will have Employee Stockholder's active employment with WMC is terminated without Cause or if the rightEmployee Stockholder quits or for Good Reason, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to then WMC may purchase from each Class E Member all (but not less than all) or any portion of the Class E Common Assisted Shares then owned held by such Members the Employee Stockholder (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such MembersPermitted Transferees) in exchange for at a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV)Fair Market Value per share. (c) The Company and each Class A-1 Preferred MemberIf, Class D Member and Class E Member will consummate prior to the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination expiration of the Per Class A-1 Preferred Share FMV Restricted Period, the Employee Stockholder quits without Good Reason, then WMC will have the right to purchase all or Per Class E FMV any portion of the Assisted Shares then held by the Employee Stockholder (as applicable). The Class A-1/D Purchase or and any Permitted Transferees) for the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction lesser of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations (a) the purchase price per share and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of SharesFair Market Value per share. (d) Each Class A-1 Preferred MemberIf, Class D Member and Class E Memberprior to the expiration of the Restricted Period, as the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) ceases for any reason other than termination by WMC for Cause or termination due to the death or permanent disability (including if the Employee Stockholder quits or resigns), then: (i) Holding shall take have the right to purchase all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation portion of the Class A-1/D Purchase Common Stock then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Fair Market Value per share; (ii) WMC shall have the right to purchase all or Class E Purchaseany portion of vested Options then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per vested Option less the Option Price; provided that, as applicableif WMC exercises such repurchase right with respect to any Option that would have a repurchase price under this clause (b)(ii) of less than the Option Price at the time of such exercise, then such Options shall be canceled without any payment; (iii) WMC shall have the right to purchase all or any portion of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per share; and (iv) all unvested Options shall terminate without any payment therefor. (e) If the purchaser dies or becomes permanently disabled while still an employee of WMC (and/or, if applicable, its subsidiaries), then (i) At Holding may purchase all or any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu portion of the Company, in which event all references shares of Common Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Company in this Section 9.12 Fair Market Value per share; and (other than this Section 9.12(eii) or Section 9.12(f)WMC ma purchase all of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) shall be deemed to be references at a purchase price equal to the GM InvestorFair Market Value per share less the Option Price per share. (f) At any time The price at which Stock or from time Options are purchased by WMC or Holding pursuant to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”Sections 5(a), 5(b) and 5(c) is referred to purchase from such Class H Member(sas the "Purchase Price". Any right to repurchase pursuant to Sections 5(a), 5(b) and 5(c) is referred to as a "Call Right". (g) Absent the extension of a Call Right on account of a default under any indebtedness agreement or all violation of the Class H Common Shares then owned by such Class H Member(sa statute as described in Section 5(f) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currentlybelow, $26.35WMC or Holding, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivisionthe case may be, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination shall have a period of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty sixty (3060) days following from the date of the Class H event giving rise to the Call Right (or if later, after the discovery of an impermissible transfer) in which to give notice in writing to the Employee Stockholder of its election to exercise its Call Rights pursuant to Sections 5(a), 5(b) or 5(c) (a "Call Notice"); provided that, in the case of the Employee Stockholder's permanent disability, such 60-day exercise period shall be extended to twelve (12) months after the event giving rise to the Call Right; and provided further, that any Call Right available in such case must be exercised within such 12-month period. (h) A Call Right shall be extended if WMC or Holding is, or would be as a result of the payment of the Purchase Price, in default under any indebtedness agreement or in violation of a statute. Any Call Right may be delayed upon such default or violation of twelve (12) months thereafter; provided however, that, if in connection with an event giving rise to a Call Right pursuant to Section 5(b), the exercise by WMC or Holding, as the case may be, of its Call Right is delayed by reason of such default, then and only then will exercisable Options be deemed to continue to be exercisable for the purposes of the purchase pursuant to the Call Right and the Purchase Price for the Stock and Options will be the higher of: (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. In connection with a termination for Cause or any other event giving rise to a Call Right pursuant to Section 6(a), the Purchase Price for the Stock and Options shall be the lesser of (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. Any Call Right may only be delayed upon such default or violation for twelve (12) months thereafter. (i) The completion of any purchase pursuant to this Section 5 shall take place at the principal office of WMC on the tenth business day after the giving of the Call Notice. The Class H applicable Purchase Price shall be memorialized paid by delivery to the Employee Stockholder (or the Permitted Transferee, as the case may be) of a certified bank check or checks in a written agreement containing customary terms for a transaction the appropriate amount payable to the order of this type; providedthe Employee Stockholder against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, that no Class H Member appropriately endorsed or executed by the Employee Stockholder (or the Permitted Transferee, as the case may be) or the Employee Stockholder's or Permitted Transferee's authorized representative. (j) Subject to Section 5(f), the Purchase Price shall be required to make any representations or warranties other than representations and warranties calculated as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding last day of the foregoingmonth preceding the month in which the event giving rise to the Call Right occurs. (k) In determining the Purchase Price, appropriate adjustments shall be made for any share dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding common stock in order to maintain, as nearly as practicable, the Board intended operation of Directors may waive the applicability provisions of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction6.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(d) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred Vested Shares (“Subject Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV”). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(d). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(d) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(d), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or a Sale such repurchase. (iii) Any repurchase of the Company, Subject Shares by the Company will have pursuant to the right, by providing written notice to any or all terms of the Class H Members (each, this Section 6(d) shall be consummated on a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) date (the “Class H PurchaseRepurchase Date”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(d) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 1 Preference Amount (defined below); (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this typeRepurchase Notice less the Group 1 Preference Amount; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing and (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(fC) with respect to Class H Vested Shares issued which are repurchased following a Termination of Relationship for Cause, in connection with any particular M&A Transaction and reflected in cash at a price per Vested Share equal to the definitive agreement related to original per Share Purchase Price paid by the Participant for such M&A TransactionVested Shares.

Call Rights. (a) At Notwithstanding any time after the SoftBank Trigger Dateother provisions of this Agreement, beginning on August 6, 2018, the Company will TPC Member shall have the a continuing and perpetual option and right, by providing but not the obligation, subject in all cases to the terms of this Section 9.7, to deliver an irrevocable written notice of election to each Class A-1 Preferred Member, each Class D the BR Member and the Board BR Equityholders (to the extent such BR Equityholder owns directly any portion of Directors the Retained Equity) and/or their respective Permitted Transferees (such notice, a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with and the SoftBank transaction resulting from any Call Notice, a “Call NoticeOption”)) to initiate the purchase by (at the TPC Member’s sole election) the TPC Member, the Company or any of their respective Affiliates (the “Call Purchaser”) from the BR Member and the BR Equityholders (to purchase from each Class E Member all the extent such BR Equityholder own directly any portion of the Retained Equity) and/or their respective Permitted Transferees (collectively, the “Call Sellers”) all, but not less than all, of the Units owned by the Call Sellers (the “Call Units”) for an amount equal to the Put and Call Price; provided that the Call Purchaser may exercise the Call Option once (and only once) to purchase less than all of the Units owned by the Call Sellers so long as such exercise is for ten percent (10%) of the Class E Common Shares then Units that are issued and outstanding as of such date (for the avoidance of doubt, the Call Purchaser may thereafter exercise the Call Option for all, but not less than all, the remaining Units owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”Call Sellers). Delivery The Put and Call Price may be paid, at the election of the Call Purchaser, in the form of readily available funds or shares of Issuer Common Stock or a combination of both. Under no circumstances shall the aggregate amount of the Put and Call Notice Price for the Call Units exceed $98,000,000 with respect to any Call Notice delivered prior to February 6, 2021. The Call Notice shall (i) specify the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence identity of the process set forth on Exhibit II (provided, that in the event of a Honda Call NoticePurchaser, (1ii) references to “SoftBank” and the “Majority include a calculation of the Class A-1 Preferred” on Exhibit II shall EBITDA attributable to the Put and Call Price, (iii) include a calculation of the Put and Call Price to be replaced with “Honda” paid by the Call Purchaser to the Call Sellers for the Call Units and (2iv) specify what portion of the Qualified Appraisers Put and Call Price will only calculate be paid in cash and what portion of the Standardized FMV Put and not Call Price will be paid in shares of Issuer Common Stock subject to the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate closing of the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, Call Option within thirty (30) days following the date of determination of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicable). The Class A-1/D Purchase or the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares. (d) Each Class A-1 Preferred Member, Class D Member and Class E Member, as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation delivery of the Class A-1/D Purchase or Class E Purchase, as applicable. (e) (i) At any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed to be references to the GM Investor. (f) At any time or from time to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction Following the delivery of this type; providedthe Call Notice, that no Class H the TPC Member shall be required provide and cause the Company to make any representations or warranties other than representations and warranties as provide to due organization and good standing the BR Member (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation on behalf of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(fCall Sellers) with respect reasonable access, during normal business hours and upon reasonable advance notice, to Class H Shares issued in connection with any particular M&A Transaction the personnel, properties, books and reflected records of the Company to the extent reasonably necessary for the BR Member to review the calculations set forth in the definitive agreement related to such M&A TransactionCall Notice.

Call Rights. (a) At any time after the SoftBank Trigger DateIDT Investments may, the Company will have the rightat its sole option, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share relevant party (or any other Equity Securitiesparties) delivered not more than thirty (30) days prior to, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following after, the second anniversary of the date hereof, require AT&T Sub to transfer, within ten (10) days of determination providing such written notice (but in no event prior to the second anniversary of the Per date hereof), six (6) of the Class A-1 Preferred Share FMV or Per A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "IDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to transfer on such second anniversary twenty three (23) of the Class E FMV A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), in either case valued at the Class A Fair Market Value of such Membership Interests, calculated as applicable). of such second anniversary. (b) The Class A-1/D Purchase or A Fair Market Value required to be paid with respect to the Class E Purchase, as applicable, IDT Investments Call shall be memorialized paid within ten (10) days after the IDT Investments Call is exercised (but in a written agreement containing customary terms for a transaction no event prior to the second anniversary of this typethe date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that no such structuring shall not change the payment terms of the IDT Investments Call described above (c) The Class A-1 Preferred Member, Class D Member or Class E Member shall be A Fair Market Value required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens be paid with respect to such Sharesthe Liberty Sub Call shall be paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to the second anniversary of the date hereof), no brokers with at least 90% to be paid in cash and no litigation pending or threatened against or affecting the remaining portion to be paid in Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such Member relating to its ownership structuring shall not change the payment terms of Sharesthe Liberty Sub Call described above. (d) Each Class A-1 Preferred Member, Class D Member and Class E Member, as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as The IDT Investments Call may be necessary assigned by IDT Investments or any of its Affiliates to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e) (i) At Liberty Sub at any time after without the SoftBank Trigger Date consent of AT&T or AT&T Sub; provided, however, that if the Honda IDT Investments Call Trigger Date, as applicable, the GM Investor (is assigned to Liberty Sub or one any of its Affiliates) , Liberty Sub or its Affiliate, as the case may issue a be, shall be permitted to satisfy the IDT Investments Call Notice in lieu part by delivering to AT&T Sub shares of the Company, in which event all references Liberty Sub Preferred Stock to the Company extent IDT Investments would have been permitted to satisfy the IDT Investments Put in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed part by delivering to be references to the GM InvestorAT&T Sub shares of IDT Investments Preferred Stock. (f) At any time or from time to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.

Call Rights. (a) At any time after If, prior to the SoftBank Trigger Date, the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) end of the Class A-1 Preferred Shares and Class D Common Shares then owned Restricted Period, (x) the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) is terminated by such Members WMC for Cause, (y) the beneficiaries of an Employee Stockholder's Trust shall include any person or entity other than the Employee Stockholder, his spouse or lineal descendants, or (z) the Employee Stockholder (and any Permitted Transferees) shall effect a transfer of any shares of Stock other Equity Securitiesthan as permitted in this Agreement, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price then: (i) per Class A-1 Preferred Share Holding shall have the right to purchase all or any portion of the Common Stock (other than the Assisted Shares) then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the greater lesser of (A) the applicable Class A-1 Liquidation Preference Amount, Fair Market Value per share and (B) the Per Class A-1 Preferred Share FMV, and Book Value per share; (ii) per Class D Common Share (WMC shall have the right to purchase all or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, portion of the Option Stock then held by such Membersthe Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Per Class A-1 Preferred Share FMV lesser of the Option Price and the Book Value per Option; and (collectively, iii) All Options shall terminate without any payment. (iv) Holding shall have the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant right to Section 9.13 and, subsequent purchase all or any portion of the Assisted Shares then held by the Employee Stockholder (and any Permitted Transferees) at a price equal to the delivery lesser of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then (a) the process contemplated by Section 9.13 shall be suspended purchase price per share (it being understood that if $.50) and (b) the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Book Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12per share. (b) At any time after If, prior to the Honda Call Trigger Dateexpiration of the Restricted Period, the Company will have Employee Stockholder's active employment with WMC is terminated without Cause or if the rightEmployee Stockholder quits or for Good Reason, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to then WMC may purchase from each Class E Member all (but not less than all) or any portion of the Class E Common Assisted Shares then owned held by such Members the Employee Stockholder (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such MembersPermitted Transferees) in exchange for at a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV)Fair Market Value per share. (c) The Company and each Class A-1 Preferred MemberIf, Class D Member and Class E Member will consummate prior to the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination expiration of the Per Class A-1 Preferred Share FMV Restricted Period, the Employee Stockholder quits without Good Reason, then WMC will have the right to purchase all or Per Class E FMV any portion of the Assisted Shares then held by the Employee Stockholder (as applicable). The Class A-1/D Purchase or and any Permitted Transferees) for the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction lesser of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations (a) the purchase price per share and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of SharesFair Market Value per share. (d) Each Class A-1 Preferred MemberIf, Class D Member and Class E Memberprior to the expiration of the Restricted Period, as the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) ceases for any reason other than terminationby WMC for Cause or termination due to the death or permanent disability (including if the Employee Stockholder quits or resigns), then: (i) Holding shall take have the right to purchase all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation portion of the Class A-1/D Purchase Common Stock then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Fair Market Value per share; (ii) WMC shall have the right to purchase all or Class E Purchaseany portion of vested Options then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per vested Option less the Option Price; provided that, as applicableif WMC exercises such repurchase right with respect to any Option that would have a repurchase price under this clause (b)(ii) of less than the Option Price at the time of such exercise, then such Options shall be canceled without any payment; (iii) WMC shall have the right to purchase all or any portion of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per share; and (iv) all unvested Options shall terminate without any payment therefor. (e) If the purchaser dies or becomes permanently disabled while still an employee of WMC (and/or, if applicable, its subsidiaries), then (i) At Holding may purchase all or any time after the SoftBank Trigger Date or the Honda Call Trigger Date, as applicable, the GM Investor (or one of its Affiliates) may issue a Call Notice in lieu portion of the Company, in which event all references shares of Common Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Company in this Section 9.12 Fair Market Value per share; and (other than this Section 9.12(eii) or Section 9.12(f)WMC ma purchase all of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) shall be deemed to be references at a purchase price equal to the GM InvestorFair Market Value per share less the Option Price per share. (f) At any time The price at which Stock or from time Options are purchased by WMC or Holding pursuant to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”Sections 5(a), 5(b) and 5(c) is referred to purchase from such Class H Member(sas the "Purchase Price". Any right to repurchase pursuant to Sections 5(a), 5(b) and 5(c) is referred to as a "Call Right". (g) Absent the extension of a Call Right on account of a default under any indebtedness agreement or all violation of the Class H Common Shares then owned by such Class H Member(sa statute as described in Section 5(f) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currentlybelow, $26.35WMC or Holding, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivisionthe case may be, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination shall have a period of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty sixty (3060) days following from the date of the Class H event giving rise to the Call Right (or if later, after the discovery of an impermissible transfer) in which to give notice in writing to the Employee Stockholder of its election to exercise its Call Rights pursuant to Sections 5(a), 5(b) or 5(c) (a "Call Notice"); provided that, in the case of the Employee Stockholder's permanent disability, such 60-day exercise period shall be extended to twelve (12) months after the event giving rise to the Call Right; and provided further, that any Call Right available in such case must be exercised within such 12-month period. (h) A Call Right shall be extended if WMC or Holding is, or would be as a result of the payment of the Purchase Price, in default under any indebtedness agreement or in violation of a statute. Any Call Right may be delayed upon such default or violation of twelve (12) months thereafter; provided however, that, if in connection with an event giving rise to a Call Right pursuant to Section 5(b), the exercise by WMC or Holding, as the case may be, of its Call Right is delayed by reason of such default, then and only then will exercisable Options be deemed to continue to be exercisable for the purposes of the purchase pursuant to the Call Right and the Purchase Price for the Stock and Options will be the higher of: (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. In connection with a termination for Cause or any other event giving rise to a Call Right pursuant to Section 6(a), the Purchase Price for the Stock and Options shall be the lesser of (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the delayed purchase. Any Call Right may only be delayed upon such default or violation for twelve (12) months thereafter. (i) The completion of any purchase pursuant to this Section 5 shall take place at the principal office of WMC on the tenth business day after the giving of the Call Notice. The Class H applicable Purchase Price shall be memorialized paid by delivery to the Employee Stockholder (or the Permitted Transferee, as the case may be) of a certified bank check or checks in a written agreement containing customary terms for a transaction the appropriate amount payable to the order of this type; providedthe Employee Stockholder against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, that no Class H Member appropriately endorsed or executed by the Employee Stockholder (or the Permitted Transferee, as the case may be) or the Employee Stockholder's or Permitted Transferee's authorized representative. (j) Subject to Section 5(f), the Purchase Price shall be required to make any representations or warranties other than representations and warranties calculated as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding last day of the foregoingmonth preceding the month in which the event giving rise to the Call Right occurs. (k) In determining the Purchase Price, appropriate adjustments shall be made for any share dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding common stock in order to maintain, as nearly as practicable, the Board intended operation of Directors may waive the applicability provisions of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction6.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”)this Section 6(e) shall apply with respect to the Vested Shares, to purchase from each any Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D A Common Shares then owned by into which such Members (Vested Shares are exchanged or converted pursuant to Section 11 and any other Equity Securities, excluding shares into which such Class A Common Shares are exchanged or converted in connection with or prior to any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV IPO (collectively, the Vested Shares, any Class A Common Shares into which the Vested Shares are exchanged and any shares into which such Class A Common Shares are exchanged or converted in connection with or prior to an IPO, referred to hereinafter as the “Class A-1/D PurchaseSubject Shares”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of such repurchase. (iii) Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO or IPO, if the Termination of Relationship occurred for any reason other than Cause in cash at a Sale price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less $[•]; [M-4 Prime (November 2016)] (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less $[•]; (C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares; (D) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company, (E) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and (F) with respect to Class A Common Shares into which Vested Shares were exchanged that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Class A Common Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares plus $[•]. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common outstanding Subject Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(e) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in irrevocably be appointed to transfer such Subject Shares to the Company’s most recent bona fide equity financing with Company on the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(e), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.Sections 6(e)(iii), as applicable. [M-4 Prime (November 2016)]

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(c) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicable). The Class A-1/D Purchase or the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of A Shares. (di) Each Class A-1 Preferred MemberWithin 270 days following a Participant’s Termination of Relationship for any reason, Class D Member and Class E Member, as applicable, the Company shall take have the right (but not the obligation) to repurchase all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation portion of the Class A-1/D Purchase A Shares, and the Participant shall be obligated to sell any such Class A Shares in accordance with this Section 6(c). Any Permitted Transferee that received Class A Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(c) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Class A Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Class A Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Class E Purchase, as applicableA Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period described above. (eii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(c), the Company shall deliver to such Participant (or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Class A Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Class A Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of such repurchase. (iii) Any repurchase of Class A Shares by the Company pursuant to the terms of this Section 6(c) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Class A Shares by the Company pursuant to the terms of this Section 6(c) shall be made: (A) if the Termination of Relationship occurs prior to an IPO IPO, in cash at a price per Class A Share equal to $15.03; (B) if, following an IPO, the Termination of Relationship occurs as a result of death, Disability, resignation (with or without Good Reason) or involuntary termination without Cause, in cash at a Sale price per Class A Share equal to the volume weighted average closing trading price on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the CompanyRepurchase Notice; and (C) if the Participant’s employment or service is terminated for Cause (whether before or after an IPO), in cash at a price per Class A Share equal to $15.03. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the outstanding Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common A Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(c) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted irrevocably be appointed to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and transfer such Class H Member(s) will consummate A Shares to the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following Company on the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(c), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(c)(iii)(A)-(C), as applicable.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(d) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred A Common Shares, if any, issued to the Participant pursuant to Section 4(c) (collectively, any such Class D A Common Shares or and any shares into which such Class E A Common Shares will commence the process set forth on Exhibit II (providedare exchanged or converted in connection with or prior to an IPO, that in the event of a Honda Call Notice, (1) references referred to “SoftBank” and hereinafter as the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMVSettled Shares”)). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) Within 270 days following a Participant’s Termination of Relationship for any reason, the date of determination Company shall have the right (but not the obligation) to repurchase all or any portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSettled Shares, and the Participant shall be obligated to sell any such Settled Shares in accordance with this Section 6(d). The Class A-1/D Purchase or Any Permitted Transferee that received Settled Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(d) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Settled Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Settled Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Settled Shares held by such Participant (or Permitted Transferee) at a transaction of later date or dates within the 270-day period described above. [M-4 Prime RSU (November 2016)] (ii) In the event that the Company wishes to exercise its rights pursuant to this type; providedSection 6(d), that no Class A-1 Preferred Member, Class D Member or Class E Member the Company shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect deliver to such SharesParticipant (or his or her heirs or representatives), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares. a timely written notice (dthe “Repurchase Notice”) Each Class A-1 Preferred Member, Class D Member and Class E Member, as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e) that sets forth (i) At any time after the SoftBank Trigger Date or number of Settled Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Settled Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or such repurchase. (iii) Any repurchase of Settled Shares by the Company pursuant to the terms of this Section 6(d) shall be consummated on a Sale date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Settled Shares by the Company pursuant to the terms of this Section 6(d) shall be made: (A) if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Common Share on the principal exchange where the Class A Common Shares are traded during the 60-trading day period immediately preceding the date of the CompanyRepurchase Notice; and (B) if the Termination of Relationship occurred for Cause, in cash at a price per Class A Common Share equal to the Deemed Conversion Price. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common outstanding Settled Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(d) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in irrevocably be appointed to transfer such Settled Shares to the Company’s most recent bona fide equity financing with Company on the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(d), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(d)(iii), as applicable.

Call Rights. (a) At any time after the SoftBank Trigger DateIDT Investments may, the Company will have the rightat its sole option, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share relevant party (or any other Equity Securitiesparties) delivered not more than thirty (30) days prior to, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following after, the second anniversary of the date hereof, require AT&T Sub to transfer, within ten (10) days of determination providing such written notice (but in no event prior to the second anniversary of the Per date hereof), six (6) of the Class A-1 Preferred Share FMV or Per A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "IDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to transfer on such second anniversary twenty three (23) of the Class E FMV A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), in either case valued at the Class A Fair Market Value of such Membership Interests, calculated as applicable). of such second anniversary. (b) The Class A-1/D Purchase or A Fair Market Value required to be paid with respect to the Class E Purchase, as applicable, IDT Investments Call shall be memorialized paid within ten (10) days after the IDT Investments Call is exercised (but in a written agreement containing customary terms for a transaction no event prior to the second anniversary of this typethe date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that no such structuring shall not change the payment terms of the IDT Investments Call described above (c) The Class A-1 Preferred Member, Class D Member or Class E Member shall be A Fair Market Value required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens be paid with respect to such Sharesthe Liberty Sub Call shall be paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to the second anniversary of the date hereof), no brokers with at least 90% to be paid in cash and no litigation pending or threatened against or affecting the remaining portion to be paid in Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such Member relating to its ownership structuring shall not change the payment terms of Sharesthe Liberty Sub Call described above. (d) Each Class A-1 Preferred MemberThe IDT Investments Call may be assigned by IDT Investments or any of its Affiliates to Liberty Sub at any time without the consent of AT&T or AT&T Sub; provided, Class D Member and Class E Memberhowever, that if the IDT Investments Call is assigned to Liberty Sub or any of its Affiliates, Liberty Sub or its Affiliate, as applicablethe case may be, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary permitted to consummate satisfy the Class A-1/D Purchase or Class E Purchase, as applicable, IDT Investments Call in an expeditious and efficient manner and will not take any action or engage part by delivering to AT&T Sub shares of Liberty Sub Preferred Stock to the extent IDT Investments would have been permitted to satisfy the IDT Investments Put in any activity designed part by delivering to hinder, prevent or delay the consummation AT&T Sub shares of the Class A-1/D Purchase or Class E Purchase, as applicableIDT Investments Preferred Stock. (e) (i) At The Liberty Sub Call may be assigned by Liberty Sub to IDT Investments or any of its Affiliates at any time after without the SoftBank Trigger Date consent of AT&T or AT&T Sub; provided, however, that if the Honda Liberty Sub Call Trigger Date, as applicable, the GM Investor (is assigned to IDT Investments or one any of its Affiliates) , IDT Investments or its Affiliate, as the case may issue a Call Notice be, shall be permitted to satisfy the Liberty Sub Put in lieu part by delivering to AT&T Sub shares of the Company, in which event all references IDT Investments Preferred Stock to the Company extent Liberty Sub would have been permitted to satisfy the Liberty Sub Put in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed part by delivering to be references to the GM InvestorAT&T Sub shares of Liberty Sub Preferred Stock. (f) At any time or from time to time prior to the consummation of an IPO or a Sale of the Company, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(d) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred A Common Shares, if any, issued to the Participant pursuant to Section 4(c) (collectively, any such Class D A Common Shares or and any shares into which such Class E A Common Shares will commence the process set forth on Exhibit II (providedare exchanged or converted in connection with or prior to an IPO, that in the event of a Honda Call Notice, (1) references referred to “SoftBank” and hereinafter as the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMVSettled Shares”)). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) Within 270 days following a Participant’s Termination of Relationship for any reason, the date of determination Company shall have the right (but not the obligation) to repurchase all or any portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSettled Shares, and the Participant shall be obligated to sell any such Settled Shares in accordance with this Section 6(d). The Class A-1/D Purchase or Any Permitted Transferee that received Settled Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(d) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Settled Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Settled Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Settled Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(d), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Settled Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Settled Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or such repurchase. (iii) Any repurchase of Settled Shares by the Company pursuant to the terms of this Section 6(d) shall be consummated on a Sale date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Settled Shares by the Company pursuant to the terms of this Section 6(d) shall be made: (A) if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Class A Common Share equal to the volume weighted average closing trading price of a Class A Common Share on the principal exchange where the Class A Common Shares are traded during the 60-trading day period immediately preceding the date of the CompanyRepurchase Notice; and [M-4 RSU (November 2016)] (B) if the Termination of Relationship occurred for Cause, in cash at a price per Class A Common Share equal to the Deemed Conversion Price. (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common outstanding Settled Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(d) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in irrevocably be appointed to transfer such Settled Shares to the Company’s most recent bona fide equity financing with Company on the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(d), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(d)(iii), as applicable.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(c) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV). (c) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as applicable, as soon as reasonably practicable and, in any event, within thirty (30) days following the date of determination of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicable). The Class A-1/D Purchase or the Class E Purchase, as applicable, shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of A Shares. (di) Each Class A-1 Preferred MemberWithin 270 days following a Participant’s Termination of Relationship for any reason, Class D Member and Class E Member, as applicable, the Company shall take have the right (but not the obligation) to repurchase all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation portion of the Class A-1/D Purchase A Shares, and the Participant shall be obligated to sell any such Class A Shares in accordance with this Section 6(c). Any Permitted Transferee that received Class A Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(c) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Class A Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Class A Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Class E Purchase, as applicableA Shares held by such Participant (or Permitted Transferee) at a later date or dates within the 270-day period described above. (eii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(c), the Company shall deliver to such Participant (or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Class A Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Class A Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of such repurchase. (iii) Any repurchase of Class A Shares by the Company pursuant to the terms of this Section 6(c) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Class A Shares by the Company pursuant to the terms of this Section 6(c) shall be made: (A) if the Termination of Relationship occurs prior to an IPO or IPO, in cash at a Sale price per Class A Share equal to the fair market value of a Class A Share as most recently reported to Shareholders by the Company; (B) if the Termination of Relationship occurs after an IPO, in cash at a price per Class A Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the CompanyRepurchase Notice; and (iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the Company will have the right, by providing written notice to any or all of the outstanding Class H Members (each, a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common A Shares then owned by such Class H Member(sParticipant (or Permitted Transferee) (the “Class H Purchase”that are sold pursuant to this Section 6(c) in exchange for a cash purchase price per Class H Common Share equal shall automatically be transferred, sold and assigned to the price per share Company and the Secretary of the Company’s Equity Securities sold Company shall automatically and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted irrevocably be appointed to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and transfer such Class H Member(s) will consummate A Shares to the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following Company on the date books of the Class H Call NoticeCompany with full power of substitution. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this type; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability For purposes of this Section 9.12(f) with respect 6(c), the “Repurchase Price” means the price referred to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A TransactionSections 6(c)(iii), as applicable.

Call Rights. Notwithstanding anything herein or in the Other Agreements to the contrary (a) At any time after including Section 3.7 of the SoftBank Trigger DateShareholders Agreement), the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member Participant and the Board Company agree that the provisions of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) of the Class A-1 Preferred Shares and Class D Common Shares then owned by such Members (and any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price (i) per Class A-1 Preferred Share equal to the greater of (A) the applicable Class A-1 Liquidation Preference Amount, and (B) the Per Class A-1 Preferred Share FMV, and (ii) per Class D Common Share (or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class A-1 Preferred Share FMV (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12. (b6(e) At any time after the Honda Call Trigger Date, the Company will have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), to purchase from each Class E Member all (but not less than all) of the Class E Common Shares then owned by such Members (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV (the “Class E Purchase”). Delivery of a Call Notice shall apply with respect to the Class A-1 Preferred Vested Shares (“Subject Shares, Class D Common Shares or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority of the Class A-1 Preferred” on Exhibit II shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV”). (ci) The Company and each Class A-1 Preferred Member, Class D Member and Class E Member will consummate the Class A-1/D Purchase Within 270 days following a Participant’s Termination of Relationship for any reason (or the Class E Purchasedate on which the Restricted Shares become Vested Shares, as applicableif later), as soon as reasonably practicable and, in the Company shall have the right (but not the obligation) to repurchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV (as applicableSubject Shares, and the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). The Class A-1/D Purchase or Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the Class E Purchase, definition of Permitted Transfer as applicable, set forth in the Shareholders Agreement shall be memorialized in subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a written agreement containing customary terms for portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company from repurchasing additional Subject Shares held by such Participant (or Permitted Transferee) at a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member later date or Class E Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including dates within the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of Shares270-day period(s) described above. (dii) Each Class A-1 Preferred MemberIn the event that the Company wishes to exercise its rights pursuant to this Section 6(e), Class D Member and Class E Memberthe Company shall deliver to such Participant (or his or her heirs or representatives), as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate a timely written notice (the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicable. (e“Repurchase Notice”) that sets forth (i) At any time after the SoftBank Trigger Date or number of Subject Shares the Honda Call Trigger DateCompany is repurchasing, as applicable, the GM Investor (or one of its Affiliatesii) may issue a Call Notice in lieu an indication of the Company, in which event all references to the Company in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall be deemed price to be references paid for each such Subject Shares and (iii) the anticipated closing date of such transaction. The Company shall have the right to revoke the GM Investor. (f) At Repurchase Notice at any time or from time to time prior to the consummation of an IPO or a Sale such repurchase. (iii) Any repurchase of the Company, Subject Shares by the Company will have pursuant to the right, by providing written notice to any or all terms of the Class H Members (each, this Section 6(e) shall be consummated on a “Class H Call Notice”), to purchase from such Class H Member(s) any or all of the Class H Common Shares then owned by such Class H Member(s) date (the “Class H PurchaseRepurchase Date”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made: (A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 2 Preference Amount (defined below); (B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Class H Call Notice. The Class H Purchase shall be memorialized in a written agreement containing customary terms for a transaction of this typeRepurchase Notice less the Group 2 Preference Amount; provided, that no Class H Member shall be required to make any representations or warranties other than representations and warranties as to due organization and good standing and (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding the foregoing, the Board of Directors may waive the applicability of this Section 9.12(fC) with respect to Class H Vested Shares issued which are repurchased following a Termination of Relationship for Cause, in connection with any particular M&A Transaction and reflected in cash at a price per Vested Share equal to the definitive agreement related to original per Share Purchase Price paid by the Participant for such M&A TransactionVested Shares.

Call Rights. (a) At any time after If, prior to the SoftBank Trigger Date, the Company will have the right, by providing written notice to each Class A-1 Preferred Member, each Class D Member and the Board of Directors (a “SoftBank Call Notice”), to purchase from each Class A-1 Preferred Member and each Class D Member all (but not less than all) end of the Class A-1 Preferred Shares and Class D Common Shares then owned Restricted Period, (x) the Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) is terminated by such Members WMC for Cause, (y) the beneficiaries of an Employee Stockholder's Trust shall include any person or entity other than the Employee Stockholder, his spouse or lineal descendants, or (z) the Employee Stockholder (and any Permitted Transferees) shall effect a transfer of any shares of Stock other Equity Securitiesthan as permitted in this Agreement, excluding any Class F Preferred Shares and Class G Preferred Shares, held by such Members) in exchange for a cash purchase price then: (i) per Class A-1 Preferred Share Holding shall have the right to purchase all or any portion of the Common Stock then held by the Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the greater lesser of (A) the applicable Class A-1 Liquidation Preference Amount, Fair Market Value per share and (B) the Per Class A-1 Preferred Share FMV, and Book Value per share; (ii) per Class D Common Share (WMC shall have the right to purchase all or any other Equity Securities, excluding any Class F Preferred Shares and Class G Preferred Shares, portion of the Option Stock then held by such Membersthe Employee Stockholder (and any Permitted Transferees) for a purchase price equal to the Per Class A-1 Preferred Share FMV lesser of the Option Price and the Book Value per Option; and (collectively, the “Class A-1/D Purchase”). If an Optional SoftBank Conversion Notice has been delivered pursuant to Section 9.13 and, subsequent to the delivery of such Optional SoftBank Conversion Notice, a SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, then the process contemplated by Section 9.13 iii) All Options shall be suspended (it being understood that if the Class A-1/D Purchase is subsequently terminated or otherwise fails to be consummated, the process contemplated by Section 9.13 shall resume); provided, that if, at the time the SoftBank Call Notice is delivered to a Class A-1 Preferred Member or Class D Member, the calculation of Call Notice/Optional SoftBank Conversion Notice Fair Market Value is ongoing pursuant to Section 9.13 (but has not yet been finalized), such calculation shall continue and shall be utilized to calculate the Per Class A-1 Preferred Share FMV required by this Section 9.12terminate without any payment. (b) At any time after If, prior to the Honda Call Trigger Dateexpiration of the Restricted Period, the Company will Employee Stockholder's active employment with WMC (and/or, if applicable, its subsidiaries) ceases for any reason other than termination by WMC for Cause or termination due to the death or permanent disability (including if the Employee Stockholder quits or resigns), then: (i) Holding shall have the right, by providing written notice to each Class E Member and the Board of Directors (a “Honda Call Notice” and, together with the SoftBank Call Notice, a “Call Notice”), right to purchase from each Class E Member all (but not less than all) or any portion of the Class E Common Shares Stock then owned held by such Members the Employee Stockholder (and any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such MembersPermitted Transferees) in exchange for a cash purchase price per Class E Common Share (or any other Equity Securities, excluding Class F Preferred Shares and Class G Preferred Shares, held by such Members) equal to the Per Class E FMV Fair Market Value per share; (ii) WMC shall have the “Class E Purchase”). Delivery right to purchase all or any portion of vested Options then held by the Employee Stockholder (and any Permitted Transferees) at a Call Notice purchase price equal to the Fair Market Value per vested Option less the Option Price; provided that, if WMC exercises such repurchase right with respect to any Option that would have a repurchase price under this clause (b)(ii) of less than the Class A-1 Preferred SharesOption Price at the time of such exercise, Class D Common Shares then such Options shall be canceled without any payment; (iii) WMC shall have the right to purchase all or Class E Common Shares will commence the process set forth on Exhibit II (provided, that in the event of a Honda Call Notice, (1) references to “SoftBank” and the “Majority any portion of the Class A-1 Preferred” on Exhibit II Option Stock then held by the Employee Stockholder (and any Permitted Transferees) at a purchase price equal to the Fair Market Value per share; and (iv) all unvested Options shall be replaced with “Honda” and (2) the Qualified Appraisers will only calculate the Standardized FMV and not the IP Upsized FMV)terminate without any payment therefor. (c) The Company and each Class A-1 Preferred MemberIf the purchaser dies or becomes permanently disabled while still an employee of WMC (and/or, Class D Member and Class E Member will consummate the Class A-1/D Purchase or the Class E Purchase, as if applicable, as soon as reasonably practicable andits subsidiaries), in then (i) Holding may purchase all or any event, within thirty (30) days following the date of determination portion of the Per Class A-1 Preferred Share FMV or Per Class E FMV shares of Common Stock then held by the Employee Stockholder (as applicable). The Class A-1/D Purchase or and any Permitted Transferees) at a purchase price equal to the Class E Purchase, as applicable, shall be memorialized in Fair Market Value per share; and (ii) WMC may purchase all of the Option Stock then held by the Employee Stockholder (and any Permitted Transferees) at a written agreement containing customary terms for a transaction of this type; provided, that no Class A-1 Preferred Member, Class D Member or Class E Member shall be required purchase price equal to make any representations or warranties other than representations and warranties as to due organization and good standing, power and authority, due approval, no conflicts and ownership and title of Shares (including the absence of liens with respect to such Shares), no brokers and no litigation pending or threatened against or affecting such Member relating to its ownership of SharesFair Market Value per share less the Option Price per share. (d) Each Class A-1 Preferred MemberThe price at which Stock or Options are purchased by WMC or Holding pursuant to Sections 5(a), Class D Member 5(b) and Class E Member5(c) is referred to as the "Purchase Price". Any right to repurchase pursuant to Sections 5(a), 5(b) and 5(c) is referred to as applicable, shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class A-1/D Purchase or Class E Purchase, as applicable, in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class A-1/D Purchase or Class E Purchase, as applicablea "Call Right". (e) Absent the extension of a Call Right on account of a default under any indebtedness agreement or violation of a statute as described in Section 5(f) below, WMC or Holding, as the case may be, shall have a period of sixty (i60) At any time days from the date of the event giving rise to the Call Right (or if later, after the SoftBank Trigger Date or discovery of an impermissible transfer) in which to give notice in writing to the Honda Call Trigger Date, as applicable, the GM Investor (or one Employee Stockholder of its Affiliateselection to exercise its Call Rights pursuant to Sections 5(a), 5(b) may issue or 5(c) (a "Call Notice Notice"); provided that, in lieu the case of the CompanyEmployee Stockholder's permanent disability, in which such 60-day exercise period shall be extended to twelve (12) months after the event all references giving rise to the Company Call Right; and provided further, that any Call Right available in this Section 9.12 (other than this Section 9.12(e) or Section 9.12(f)) shall such case must be deemed to be references to the GM Investorexercised within such 12-month period. (f) At A Call Right shall be extended if WMC or Holding is, or would be as a result of the payment of the Purchase Price, in default under any time indebtedness agreement or from time in violation of a statute. Any Call Right may be delayed upon such default or violation for twelve (12) months thereafter; provided however, that, if in connection with an event giving rise to time a Call Right pursuant to Section 5(b), the exercise by WMC or Holding, as the case may be, of its Call Right is delayed by reason of such default, then and only then will exercisable Options be deemed to continue to be exercisable for the purposes of the purchase pursuant to the Call Right and the Purchase Price for the Stock and Options will be the higher of: (i) the Purchase Price determined as of the month end prior to termination and (ii) the Purchase Price determined as of the month end prior to the consummation delayed purchase. In connection with a termination for Cause or any other event giving rise to a Call Right pursuant to Section 6(a), the Purchase Price for the Stock and Options shall be the lesser of an IPO or a Sale (i) the Purchase Price determined as of the Company, month end prior to termination and (ii) the Company will have the right, by providing written notice to any or all Purchase Price determined as of the Class H Members month end prior to the delayed purchase. Any Call Right may only be delayed upon such default or violation for twelve (each, a “Class H Call Notice”), 12) months thereafter. (g) The completion of any purchase pursuant to purchase from such Class H Member(s) any or all this Section 5 shall take place at the principal office of WMC on the tenth business day after the giving of the Class H Common Shares then owned by such Class H Member(s) (the “Class H Purchase”) in exchange for a cash purchase price per Class H Common Share equal to the price per share of the Company’s Equity Securities sold and issued in the Company’s most recent bona fide equity financing with the principal purpose of raising capital (currently, $26.35, as adjusted to reflect appropriate and proportional adjustments to take into account any subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or similar event). The Company and such Class H Member(s) will consummate the Class H Purchase as soon as reasonably practicable and, in any event, within thirty (30) days following the date of the Class H Call Notice. The Class H applicable Purchase Price shall be memorialized paid by delivery to the Employee Stockholder (or the Permitted Transferee, as the case may be) of a certified bank check or checks in a written agreement containing customary terms for a transaction the appropriate amount payable to the order of this type; providedthe Employee Stockholder against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, that no Class H Member appropriately endorsed or executed by the Employee Stockholder (or the Permitted Transferee, as the case may be) or the Employee Stockholder's or Permitted Transferee's authorized representative. (h) Subject to Section 5(f), the Purchase Price shall be required to make any representations or warranties other than representations and warranties calculated as to due organization and good standing (if applicable), power and authority, due approval, no conflicts and ownership and title of such Class H Common Shares (including the absence of liens with respect to such Class H Common Shares), no brokers and no litigation pending or threatened against or affecting such Class H Member relating to its ownership of such Class H Common Shares. Each such Class H Member shall take all commercially reasonable actions and provide such other commercially reasonable cooperation and assistance as may be necessary to consummate the Class H Purchase in an expeditious and efficient manner and will not take any action or engage in any activity designed to hinder, prevent or delay the consummation of the Class H Purchase. Notwithstanding last day of the foregoingmonth preceding the month in which the event giving rise to the Call Right occurs. (i) In determining the Purchase Price, appropriate adjustments shall be made for any share dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding common stock in order to maintain, as nearly as practicable, the Board intended operation of Directors may waive the applicability provisions of this Section 9.12(f) with respect to Class H Shares issued in connection with any particular M&A Transaction and reflected in the definitive agreement related to such M&A Transaction6.