Common use of Company’s Repurchase Right Clause in Contracts

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disability, voluntary resignation or termination by the Company with or without Cause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (ai) The In the event of Participant’s Termination of Employment for any reason, the Company shall have the right right, for a period equal to 180 days following the later of the Termination Date or December 31, 2010 (but not the obligation) to repurchase (later of the Termination Date or December 31, 2010, the “Repurchase RightRight Date”) any ), to purchase from Participant, or all of the Shares acquired pursuant to the exercise of this Option in the event that the OptioneeParticipant’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disability, voluntary resignation or termination by the Company with or without Cause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successorpersonal representative, as the case may be, during any or all of the period specified in Section 8(a) above. (d) The vested Class C Units then owned by Participant at a price per Class C Unit equal to the Repurchase Price (as defined below) (the “Repurchase Right”). The “Repurchase Price” shall be payableequal the greater of (A) the per unit value of such Class C Units calculated by the Company based on the amount of Participant’s Capital Account balance attributable to such Class C Units as of the Repurchase Right Date, assuming a deemed liquidation of the Company on the Repurchase Right Date at an enterprise value of the option Company equal to the excess, if any, of (x) ten (10) times the Company’s aggregate EBITDA for the four completed fiscal quarters ending on or immediately preceding the Repurchase Right Date, minus (y) the Company’s total debt as of the Repurchase Right Date determined in accordance with GAAP applicable to the operation of hotels and with the Uniform System, or (B) the fair market value of such a Class C Unit as of the Repurchase Right Date determined by a Qualified Appraiser selected by the Company, by cash or checkprovided that, by cancellation within 10 calendar days after the Company’s delivery of all or a portion of any outstanding indebtedness of Optionee Repurchase Notice (as defined below), Participant provides written notice to the Company, Company that Participant wishes to compel the Company to engage a Qualified Appraiser to value the Class C Units. The Company may exercise the Repurchase Right by delivering personally or by any combination thereof. The registered mail to Participant (or his or her transferee or legal representative, as the case may be), within the applicable time period specified above, a notice in writing indicating the Company’s intention to exercise the Repurchase Price shall be paid without interest within Right and setting forth a date and manner for closing not later than thirty (30) days after delivery from the mailing of such notice (the “Repurchase Notice”). Upon payment of the notice of exercise of foregoing consideration by the Company to Participant, the Class C Units subject to the Repurchase Right, against delivery Right shall be cancelled by the Optionee or his or her Successor Company without any further action of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the CompanyParticipant. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.14 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.14 of the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Shares by the Company shall be subject to applicable restrictions contained in the applicable state law and in the Company’s and its subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Shares hereunder that the Company has otherwise elected to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided, however, that, notwithstanding such restrictions, the Company shall deliver a notice as provided in paragraph 8(c) above, and shall remain bound by the terms of such notice until such time as the Shares are actually purchased by the Company pursuant to such notice. (f) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Upon the occurrence of a Repurchase Event, the Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) ), but not the obligation, to purchase from Employee any or and all of the Restricted Shares acquired pursuant for a purchase price equal to the exercise of this Option in the event that the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disability, voluntary resignation or termination $11.76 per share subject to adjustments by the Company with or without Cause. Upon exercise of the Repurchase RightBoard for stock splits, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service reverse stock splits and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor recapitalizations (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (so adjusted, the “Repurchase Price”) shall be ). If the Fair Market Value per share of Class A Common Stock (determined in accordance with the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of Company desires to exercise of the Repurchase Right, stating it must do so by delivering a written notice (the “Repurchase Notice”) to Employee within 60 days of the date upon which the Repurchase Event occurs and such notice must specify (i) the number of Restricted Shares the Company elects to repurchase and (ii) a closing date (which shall be repurchased and within 30 days after the date the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereofNotice is given). The Repurchase Price shall be paid without in cash at the closing; provided, at the Company’s election, the Repurchase Price may be satisfied, in whole or in part, by a dollar for dollar reduction of the outstanding amount of principal and accrued, unpaid interest on the Note. If the Company does not deliver the Repurchase Notice to Employee within thirty (30) 60 days after delivery the date upon which a Repurchase Event occurs, then the Repurchase Right shall lapse upon the expiration of such 60-day period. Further, if the Company elects in the Repurchase Notice to exercise the Repurchase Right with respect to less than all of the notice of exercise of Restricted Shares then subject to the Repurchase Right, against delivery by then the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer Repurchase Right shall lapse as to the Company. (e) The rights provided number of Restricted Shares with respect to which the Company under this Section 8 shall terminate upon elected not to exercise the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities ActRepurchase Right.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.14 of the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Shares by the Company shall be subject to applicable restrictions contained in the applicable state law and in the Company’s and its subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Shares hereunder that the Company has otherwise elected to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided, however, that, notwithstanding such restrictions, the Company shall deliver a notice as provided in paragraph 8(c) above, and shall remain bound by the terms of such notice until such time as the Shares are actually purchased by the Company pursuant to such notice. (f) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety sixty (9060) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Shares by the Company shall be subject to applicable restrictions contained in the applicable state law and in the Company's and its subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Shares hereunder that the Company has otherwise elected to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided, however, that, notwithstanding such restrictions, the Company shall deliver a notice as provided in paragraph 8(c) above, and shall remain bound by the terms of such notice until such time as the Shares are actually purchased by the Company pursuant to such notice. (f) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall will have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all Class B Common Stock issued upon exercise of the Shares acquired pursuant Options at a purchase price equal to the exercise price of this the Options should Employee cease to provides services as an officer or director of the Company or one or more of its subsidiaries. The Company’s repurchase right will lapse as to 333,333 shares underlying the Options on each of May 2, 2018 and 2019 and as to 333,334 shares underlying the Options on May 2, 2020. Employee will be prohibited from transferring any shares of the Class B Common Stock issued on exercise of the Option in that are subject to the event that Company’s repurchase right. The Company’s repurchase right shall lapse as to all shares underlying the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation OptioneeOptions upon the Employee’s death, “Disability, voluntary resignation ,” termination by the Company without “Cause” or termination by the Employee for “Good Reason,” each as defined in the Fourth Amended and Restated Employment Agreement between the Company with and the Employee, dated December 14, 2016 (the “Employment Agreement”). ] If the Employee’s employment is terminated by the Company for “Cause" or without Cause. Upon by the Employee other than for “Good Reason,” each as defined in the Employment Agreement, then the Company’s then the Pro Rata Portion (as defined below) of its right to repurchase the shares upon exercise of the Repurchase RightOptions shall lapse. As used herein, the Optionee term "Pro Rata Portion" shall be obligated to sell his or her Shares mean a percentage of the shares subject to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing repurchase right that is scheduled to lapse on the date May 2 that follows the twelve-month period in which the Date of termination of Optionee’s Continuous Service and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor Termination (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”Employment Agreement) shall be occur represented by the Fair Market Value per share portion of Class A Common Stock (determined in accordance with the Plan) such twelve-month period that has elapsed as of the date Date of termination of Optionee’s Continuous ServiceTermination. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 87. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety one hundred twenty (90120) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a7(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty sixty (3060) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety one-hundred twenty (90120) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty sixty (3060) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety one-hundred twenty (90120) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.12 of the Plan) as of the date of termination of Optionee’s 's Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty sixty (3060) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice of the identity and address of Optionee’s Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “Repurchase Price”) shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.14 of the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (but not the obligation) to repurchase (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s 's Continuous Service (as defined in Section 3 above) should terminate for any reason whatsoever, including without limitation Optionee’s 's death, Disabilitydisability, voluntary resignation or termination by the Company with or without Causecause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s 's Continuous Service and ending ninety (90) days after the last to occur of the following: (i) the termination of Optionee’s 's Continuous Service; (ii) the expiration of Optionee’s 's right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s 's death, receipt by the Company of notice of the identity and address of Optionee’s 's Successor (as defined in Section 5 hereof). (b) The purchase price for Shares repurchased hereunder (the “"Repurchase Price”") shall be the Fair Market Value per share of Class A Common Stock (determined in accordance with Section 2.11 of the Plan) as of the date of termination of Optionee’s 's Continuous ServiceService or the original Exercise Price paid by the Optionee for those Shares the Company is repurchasing, whichever is greater. (c) Written notice of exercise of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee or his or her Successor, as the case may be, during the period specified in Section 8(a) above. (d) The Repurchase Price shall be payable, at the option of the Company, by cash cash, check or check, by cancellation of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereof. The Repurchase Price shall be paid without interest within thirty (30) days after delivery of the notice of exercise of the Repurchase Right, against delivery by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed for transfer to the Company. In no event shall such thirty (30) day period extend beyond the period specified in Section 8(a) hereof. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A 's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Company’s Repurchase Right. (a) The Company shall have the right (right, but -------------------------- not the obligation) , to repurchase a portion of the shares subject to this Warrant from the Holder (the “"Repurchase Right”") any or all of the Shares acquired pursuant to the exercise of this Option in the event that the Optionee’s Continuous Service should terminate for any reason whatsoever, including without limitation Optionee’s death, Disability, voluntary resignation or termination by the Company with or without Cause. Upon exercise of the Repurchase Right, the Optionee shall be obligated to sell his or her Shares to the Company, as provided in this Section 8. The Repurchase Right may be exercised by the Company at any time during the period commencing on the date of termination of Optionee’s Continuous Service and ending ninety (90) days after the last to occur of the followingfollows: (ia) if the termination loan obligation of Optionee’s Continuous Service; (ii) the expiration of Optionee’s right to exercise this Option pursuant to Section 3 hereof; or (iii) in the event of Optionee’s death, receipt by the Company of notice evidenced by that certain Loan Agreement dated concurrently herewith is repaid in full prior to or on the six-month anniversary of the identity date that the Company first receives the loan proceeds and address if prior to such repayment in full, there was no monetary default or other material default under the documents evidencing such loan which were not cured within any applicable cure period, then, the Company may repurchase up to an aggregate of Optionee’s Successor (as defined in Section 5 hereof). 550,000 of the shares subject to the Warrant at $0.01 per share; (b) The purchase price for Shares repurchased hereunder if the conditions in subparagraph (a) above are not met, and if such loan obligation is repaid in full prior to or on the “twelve-month anniversary of the date that the Company first receives the loan proceeds and if prior to such repayment in full, there was no monetary default or other material default under the documents evidencing such loan which were not cured within any applicable cure period, then, the Company may repurchase up to an aggregate of 300,000 of the shares subject to the Warrant at $0.05 per share; provided, however, that the number of -------- ------- shares subject to the Repurchase Price”) Right shall be the Fair Market Value per share of Class A Common Stock (determined subject to adjustment from time to time in accordance with Section 7.1, Section 7.2 and Section 7.3 above. The Company shall exercise its Repurchase Right by delivering to the Plan) as of the date of termination of Optionee’s Continuous Service. (c) Written Holder a written notice of exercise within 90 days of the Repurchase Right, stating the number of Shares to be repurchased and the Repurchase Price per Share, shall be given by the Company to the Optionee applicable six-month or his or her Successortwelve- month anniversary, as the case may be, during which notice shall indicate the period specified in Section 8(a) above. (d) The Repurchase Price amount of shares of Common Stock subject to this Warrant to be repurchased and shall be payable, at the option of the Company, accompanied by cash or check, by cancellation a check in the amount of all or a portion of any outstanding indebtedness of Optionee to the Company, or by any combination thereofaggregate repurchase price. The Repurchase Price number of shares of Common Stock repurchased shall be paid without interest within thirty (30) days after delivery satisfied first, from the number of the notice of shares issuable upon exercise of the Repurchase RightWarrant and, against delivery second, from the number of shares issued upon exercise of the Warrant; provided, however, that in -------- ------- the event that the Company repurchases shares of issued Common Stock from the Holder, the purchase price for such shares shall be equal to the Exercise Price paid by the Optionee or his or her Successor of a certificate or certificates representing the Shares to be repurchased, duly endorsed Holder for transfer to the Companysuch shares. (e) The rights provided the Company under this Section 8 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.