Common use of Call Rights Clause in Contracts

Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee. 3.4.1. Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.43.3, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee. 3.4.13.3.1. Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.13.3.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 3.3 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.43.3, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

Call Rights. Except (a) Following the occurrence of the death or Disability of JG, HHC shall have the right, upon written notice (a “Call Notice”) to JG Topco (or upon receipt of updated notice information from his duly authorized executor or legal guardian or legal representative as otherwise applicable (the “JG Executor”) together with supporting detail evidencing such authority to the reasonable satisfaction of HHC, to the JG Executor), to elect to purchase JG TopCo and its Permitted Transferees’ Interests in accordance with the terms of this Section 7.4 (a “Call”). Upon delivery of a Call Notice, all of the voting, consent and approval rights (including with respect to Major Decisions) of JG TopCo, its Permitted Transferees and the JG Directors under this Agreement shall automatically terminate, provided in this Agreement, that such rights shall be reinstated in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees HHC does not make the portion of Call Payment when due and comply with the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes other terms of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee7.4. 3.4.1(b) The amount paid for JG TopCo and its Permitted Transferees’ Interests sold pursuant to a Call shall be the Fair Market Value as of the delivery of the Call Notice, paid in cash (subject to deduction of expenses in accordance with Section 7.4(c), the “Call Payment”). Aggregator The transfer documentation effecting the Call shall have a period of one hundred eighty be in form and substance reasonably acceptable to HHC (180) days (or such longer period as may be necessary to avoid changing the accounting treatment which for the acquisition avoidance of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period doubt shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary include representations and warranties from Executive regarding substantially the Incentive LLC Units being repurchased includingsame as those made by JG TopCo in the MIPA), but not limited to, the representation that Executive has good transferring JG TopCo and marketable title its Permitted Transferees’ Interests to the Incentive LLC Units to be repurchased HHC free and clear of all liensliens or encumbrances, claims other than under applicable securities laws and this Agreement. The closing of any purchase and sale of JG TopCo and its Permitted Transferees’ Interests pursuant to a Call shall occur at the offices of the Company on the tenth Business Day after the final determination of the Fair Market Value thereof in accordance with Sections 7.4(c) (or, if later, five (5) Business Days after all governmental or third party approvals required for the purchase and sale have been obtained) or at such other place, date and time mutually agreed upon by HHC and JG TopCo (or the JG Executor, as applicable). (c) For the period ending 30 days after delivery of a Call Notice (the “Negotiation Period”), HHC and JG TopCo (or the JG Executor, as applicable) shall in good faith negotiate the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) agree thereon, such agreed upon value shall be the Fair Market Value payable for such Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) do not agree thereon within the Negotiation Period, then either HHC or JG TopCo (or the JG Executor, as applicable) may begin a “baseball arbitration” by giving the other written notice thereof (an “Arbitration Notice”). Within 30 days after the giving of an Arbitration Notice, HHC and JG TopCo (or the JG Executor, as applicable) shall (a) jointly select an independent nationally-recognized investment banking firm or valuation firm experienced in valuing businesses such as the Company who has not been hired or provided services to either HHC or JG TopCo (or the JG Executor, as applicable), or their respective Affiliates, within the last three years (but in the event they cannot agree on such a firm during such 30-day period, then the ICC International Centre for ADR will select such a firm pursuant to the ICC Rules for the Appointment of Experts and Neutrals) (the “Arbitrator”) and (b) each submit to the other (and to the Arbitrator) its calculation of the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. The Arbitrator shall be instructed to choose the party (HHC or JG TopCo (or the JG Executor, as applicable)) whose calculation of the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests is closer to the calculation thereof by the Arbitrator, and such Party’s Fair Market Value calculation shall be the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests for purposes of such Call, such determination being final and binding upon each Party and non-appealable. HHC and JG TopCo (or the JG Executor, as applicable) shall direct the Arbitrator to render its determination within 30 days following the submission of the dispute to the Arbitrator. In acting hereunder, the Arbitrator shall be acting as an appraising expert and not as an arbitrator. For purposes of determining Fair Market Value, the parties shall cooperate with and make available to each other and their respective Representatives and the Arbitrator (if applicable) all information, records and other encumbrancesdata as may be reasonably required in connection with determining Fair Market Value and the resolution of any disputes with respect thereto. In connection with the resolution of any such dispute by the Arbitrator, each of HHC and JG TopCo (or the JG Executor, as applicable) and their respective Representatives shall have a reasonable opportunity to jointly meet with the Arbitrator to provide their respective views as to any disputed issues with respect to the determination of Fair Market Value. The fees and expenses of the Arbitrator and the other reasonable out-of-pocket fees and expenses of the party that was selected by the Arbitrator incurred in connection with this Section 7.4 shall be borne, in their entirety, by the party that was not selected by the Arbitrator.

Call Rights. Except as otherwise provided in this Agreementa. At any time, the Company shall have the right, in its sole discretion, to repurchase ("call") the event Shares, if and to the extent then owned by Foothill (and not its assigns or transferees, except for a private assignee or transferee that continues to have put rights and registration rights hereunder), and the Warrant, regardless of Executive’s Termination for any reasonownership thereof, Aggregator may repurchase from Executive and/or, as applicable, any at a purchase price of his $8.0296875 per share (the "Call Purchase Price") of Common Stock purchased or her Permitted Transferees the portion purchasable upon exercise of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect Warrant (less any Warrant Price payable with respect to any Permitted Transferee. 3.4.1. Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition portion of the Incentive LLC Units being repurchased from an equity-based accounting treatment Warrant then outstanding). Such call right shall be exercisable by written notice (the "Call Notice") given to a liability based accounting treatment Foothill (and any applicable assigns). The Company shall effect the repurchase of the all of the Securities (as contemplated defined in the Securities Purchase Agreement) pursuant to the Call Notice by FASB ASC Topic 718)); provided that such period shall paying the purchase price therefor in cash to Foothill (and its assigns, as applicable) not exceed three hundred sixty-five less than ten (36510) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and nor more than thirty (30) days after delivery of such notice to pay by the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any Company of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder Call Notice; and at such time each holder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable deliver to the order of Executive; (ii) by Company the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it Securities to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4repurchased, including executing the applicable repurchase documentationproperly endorsed for transfer. Without limiting the generality of the foregoingforegoing provisions of this paragraph, Aggregator once any Shares have been sold or transferred pursuant to Rule 144 promulgated under the Act, or pursuant to an effective registration statement under the Act, the Company shall have no further call rights with respect to such Shares. Any certificate representing Shares subject to the call right provided for herein shall bear the following legend: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A CALL RIGHT IN FAVOR OF THE ISSUER HEREOF PURSUANT TO A SECURITIES ISSUANCE AGREEMENT, A COPY OF WHICH IS AVA11ABLE FOR INSPECTION BY WRITTEN REQUEST TO THE COMPANY FROM ANY HOLDER OF THESE SHARES." If the Shares evidenced by any certificate [BE-AXING] the foregoing legend cease to be subject to the call right provided for herein, the Company upon request and upon presentation by the holder thereof of the certificate bearing such legend will reissue a certificate for such Shares without such a legend. b. Upon each adjustment in the Warrant Price pursuant to Section 4 hereof, (i) with respect to the unexercised portion `of this Warrant, the Call Purchase Price shall be entitled adjusted as if such Call Purchase Price were subject to receive customary representations adjustment by the terms of Section 4 in the same manner as the Warrant Price, and warranties from Executive regarding (ii) with respect to Shares after exercise of all or the Incentive LLC Units being repurchased including, but not limited toapplicable portion of the Warrant, the representation that Executive has good Call Purchase Price shall be adjusted as if such Call Purchase Price were subject to adjustment by the terms of Sections 4(a) and marketable title to 4(b) (and not Sections 4(c) though (e)) in the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrancessame manner as the Warrant Price.

Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee. 3.4.1. Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.connection

Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.43.2, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee. 3.4.13.2.1. Aggregator shall have a period of one hundred eighty (180) days from the Termination Date (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s TerminationTermination Date, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at at 7 a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.13.2.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 3.2 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.43.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.