Common use of Purchase and Sale of Executive Stock Clause in Contracts

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement (the "Closing"), the Company will sell to Executive and Executive will purchase 1,692 shares of Common Stock at a price of $10 per share. The Company will deliver to Executive the certificate representing such Common Stock, and Executive will deliver to the Company a check or wire transfer of funds in an amount of $16.92 and a promissory note in the form of Exhibit A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note"). Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (c) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (d) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunder.

Purchase and Sale of Executive Stock. (a) 1. Upon execution of this Agreement (the "Closing")Agreement, Executive shall purchase, and the Company will sell to Executive shall sell, (a) 8,455 shares of Preferred Stock at a price of $1,000 per share and Executive will purchase 1,692 1,780,000 shares of Common Stock at a price of $10 0.25 per share, which shares shall be fully vested as of the date hereof (collectively, the "Coinvest Shares") and (b) 1,531,333.33 shares of Common Stock at a price of --------------- $0.25 per share, which shares shall be subject to vesting as provided herein (the "Vesting Shares"), for an aggregate purchase price of $9,282,833.33. The -------------- Company will shall deliver to Executive stock certificates representing the certificate representing such Common StockCoinvest Shares, and Executive will shall deliver to the Company a (x) $5,000,000.00 by bank check or wire transfer of funds in an amount of $16.92 and immediately available funds, (y) a promissory note in the form of Exhibit Annex A attached hereto in an aggregate principal amount of ------- $16,903.08 3,900,000.00 (the "Coinvest Note") and (z) a promissory note in the form of ------------- Annex B attached hereto in an aggregate principal amount of $382,833.33 (the ------- "Vesting Shares Note" and together with the Coinvest Note, the "Executive Note------------------- --------- Notes"). Executive's obligations under the Executive Note will Notes shall be secured by a ----- pledge to the Company of all of the shares of Executive Stock to the Company Stock, and in connection therewith therewith, Executive shall enter into a pledge agreement in the form of Exhibit B Annex C ------- attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the 2. The Company and (b) shall hold each certificate representing the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long Stock until such time as the Executive Stock represented by such certificate is an employee of released from the Company or any of its Subsidiaries, purchase upon written notice pledge to the Company's Board of Directors (. 3. Within 30 days after Executive purchases the "Board"Executive Stock from the Company hereunder, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, Internal Revenue Code and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially regulations promulgated thereunder in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B Annex D attached hereto.. ------- (c) 4. In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (ia) The Executive Stock to be acquired by Executive pursuant to this Agreement will shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (iib) Executive is an executive officer of the CompanyPublishing, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. Executive is an "accredited investor", as defined in Regulation D promulgated under the Securities Act. (iiic) Executive is able to bear the economic risk of his Executive's investment in the Executive Stock for an indefinite period of time because the Executive Stock has have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (ivd) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he Executive has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Investor Rights Agreement. (ve) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (df) As an inducement Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than the Company or Publishing. (g) Executive has had an opportunity to issue consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive Stock to Executive, as a condition thereto, has obtained advice from persons other than the Company and its counsel regarding the tax effects of the transaction contemplated hereby. 5. Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect entitle Executive to remain in the employment of Publishing or any of the rights of the Company set forth in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderAffiliates.

Purchase and Sale of Executive Stock. (a) Upon execution Pursuant to the terms of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, an aggregate of 8,333 shares of Common Stock at a price of $10 10.00 per shareshare (sometimes referred to herein as the "VESTING STOCK") upon the closing of the Recapitalization. The At the time of such purchase, the Company will deliver to Executive the certificate certificates representing such Common Executive Stock, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in an the aggregate amount of $16.92 and a promissory note in the form of Exhibit A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note")83,333. Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto.2 (b) If upon Upon the fifth anniversary purchase from time to time by the Purchasers of additional shares of Common Stock and Preferred Stock pursuant to Article I of the date hereof (a) GolderPurchase Agreement, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership Executive will purchase and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the will sell to Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 an aggregate of (i) 1,167 shares of the Common Stock at a price of $10 10.00 per share (the "NON-VESTING COMMON STOCK") and (ii) 105 shares of Preferred Stock at a price of $1,000.00 per share (the "NON-VESTING PREFERRED STOCK") (each of (i) and (ii) as adjusted from time to time as a result of stock dividendssplits, stock splitsdividends, recapitalizations and similar events). At the time The number of any such purchase, shares of Non-Vesting Common Stock and Non-Vesting Preferred Stock to be sold by the Company shall be entitled to receive, and purchased by the Executive shall be obligated as determined by the Company and the Investor, provided, however, that in no event will such purchase occur later than (i) with respect to deliverthe Non-Vesting Common Stock, satisfactory representations at the time that the Purchasers purchase their remaining commitment of Common Stock pursuant to the Purchase Agreement and warranties similar (ii) with respect to the Non-Vesting Preferred Stock, at the time that the Purchasers have purchased all of their remaining commitment of Preferred Stock pursuant to the Purchase Agreement. The Company will deliver to Executive the certificates representing such shares of Executive Stock purchased by Executive, and Executive will deliver to the Company a cashiers or certified check or a wire transfer of funds in an aggregate amount equal to the product of (x) the price per share of such Executive Stock and in addition to(y) those contained in paragraph the number of shares so purchased by the Executive. (c) below Within 30 days after Executive purchases any Executive Stock from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially regulations promulgated thereunder in the form of Exhibit Annex A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested.Executive (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (dvi) Executive is a resident of the District of Columbia. (e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderaffect the right of the Company to terminate Executive's employment at any time for any reason.

Purchase and Sale of Executive Stock. (a) Upon execution Pursuant to the terms of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, an aggregate of 11,111 shares of Common Stock at a price of $10 10.00 per shareshare (sometimes referred to herein as the "VESTING STOCK") upon the closing of the Recapitalization. The At the time of such purchase, the Company will deliver to Executive the certificate certificates representing such Common Executive Stock, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in an the aggregate amount of $16.92 and a promissory note in the form of Exhibit A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note")111,111. Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto.2 (b) If upon Upon the fifth anniversary purchase from time to time by the Purchasers of additional shares of Common Stock and Preferred Stock pursuant to Article I of the date hereof (a) GolderPurchase Agreement, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership Executive will purchase and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the will sell to Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 an aggregate of (i) 2,889 shares of the Common Stock at a price of $10 10.00 per share (the "NON-VESTING COMMON STOCK") and (ii) 260 shares of Preferred Stock at a price of $1,000.00 per share (the "NON-VESTING PREFERRED STOCK") (each of (i) and (ii) as adjusted from time to time as a result of stock dividendssplits, stock splitsdividends, recapitalizations and similar events). At the time The number of any such purchase, shares of Non-Vesting Common Stock and Non-Vesting Preferred Stock to be sold by the Company shall be entitled to receive, and purchased by the Executive shall be obligated as determined by the Company and the Investor, provided, however, that in no event will such purchase occur later than (i) with respect to deliverthe Non-Vesting Common Stock, satisfactory representations at the time that the Purchasers purchase their remaining commitment of Common Stock pursuant to the Purchase Agreement and warranties similar (ii) with respect to the Non-Vesting Preferred Stock, at the time that the Purchasers have purchased all of their remaining commitment of Preferred Stock pursuant to the Purchase Agreement. The Company will deliver to Executive the certificates representing such shares of Executive Stock purchased by Executive, and Executive will deliver to the Company a cashiers or certified check or a wire transfer of funds in an aggregate amount equal to the product of (x) the price per share of such Executive Stock and in addition to(y) those contained in paragraph the number of shares so purchased by the Executive. (c) below Within 30 days after Executive purchases any Executive Stock from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially regulations promulgated thereunder in the form of Exhibit Annex A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested.Executive (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (dvi) Executive is a resident of the State of New York. (e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderaffect the right of the Company to terminate Executive's employment at any time for any reason.

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, 700,000 shares of Common Stock at a price of $10 0.01 per share. The Company will deliver to Executive the certificate certificates representing such Common Executive Stock, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in an the aggregate amount of $16.92 7,000. (b) During the period from the date of this Agreement through and including the six-month anniversary of the date of this Agreement (or such later date approved in writing by the Board), Executive may, upon not less than three business days notice to the Board, purchase, and the Company will sell, up to 50,000 shares (or such other numbers as contemplated by Section 19 of the Shareholders Agreement) of convertible Preferred at a promissory note price of $3.00 per share, reduced by any shares of Convertible Preferred purchased by Executive prior to the date hereof. The Company will deliver to Executive the certificates representing such shares of Convertible Preferred purchased by Executive, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in the aggregate amount equal to the number of shares of Convertible Preferred being purchased multiplied by $3.00. (c) Within 30 days after Executive purchases Common Stock pursuant to Section 1(a) from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit Annex A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note"). Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer "accredited investor" and a sophisticated investor for purposes of the Company, is sophisticated in financial matters applicable foreign and U.S. federal and state securities laws and regulations and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested. (v) This Agreement and each of the other agreements contemplated hereby constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its termsterms and Executive's employment by the Company, and the execution, delivery and performance of this Agreement and such other agreements by Executive does not and and, to the knowledge of Executive, will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party (including, but not limited to, any agreement referred to in clause (vi) below) or any judgment, order or decree to which Executive is subjectsubject and Executive further represents and warrants that Executive believes that Executive is not now in breach of any such agreement, contract or instrument to which Executive is a party. (dvi) Executive is not a party to or bound by any other employment agreement, noncompete agreement or confidentiality agreement. (vii) Executive is a resident of the State of Florida. (e) As an inducement to the Company to issue the Executive Stock to Executive, and as a condition thereto, Executive acknowledges and agrees that: that (i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or affect the right of the Company to terminate Executive's employment as otherwise provided hereundercontemplated by this Agreement at any time for any reason and (ii) he will take (or omit to take) all such actions as are necessary so that the representation and warranty made by Executive and contained in Section 1(d)(v) remains true and correct at all times as if such representation and warranty were remade by Executive on each date following the date of this Agreement.

Purchase and Sale of Executive Stock. (a) Upon execution Pursuant to the terms of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, an aggregate of 33,333 shares of Common Stock at a price of $10 10.00 per shareshare (sometimes referred to herein as the "VESTING STOCK") upon the closing of the Recapitalization. The At the time of such purchase, the Company will deliver to Executive the certificate certificates representing such Common Executive Stock, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in an the aggregate amount of $16.92 and a promissory note in the form of Exhibit A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note")333,333. Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto.2 (b) If upon Upon the fifth anniversary purchase from time to time by the Purchasers of additional shares of Common Stock and Preferred Stock pursuant to Article I of the date hereof (a) GolderPurchase Agreement, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership Executive will purchase and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the will sell to Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 an aggregate of (i) 667 shares of the Common Stock at a price of $10 10.00 per share (the "NON-VESTING COMMON STOCK") and (ii) 60 shares of Preferred Stock at a price of $1,000.00 per share (the "NON-VESTING PREFERRED STOCK") (each of (i) and (ii) as adjusted from time to time as a result of stock dividendssplits, stock splitsdividends, recapitalizations and similar events). At the time The number of any such purchase, shares of Non-Vesting Common Stock and Non-Vesting Preferred Stock to be sold by the Company shall be entitled to receive, and purchased by the Executive shall be obligated as determined by the Company and the Investor, provided, however, that in no event will such purchase occur later than (i) with respect to deliverthe Non-Vesting Common Stock, satisfactory representations at the time that the Purchasers purchase their remaining commitment of Common Stock pursuant to the Purchase Agreement and warranties similar (ii) with respect to the Non-Vesting Preferred Stock, at the time that the Purchasers have purchased all of their remaining commitment of Preferred Stock pursuant to the Purchase Agreement. The Company will deliver to Executive the certificates representing such shares of Executive Stock purchased by Executive, and Executive will deliver to the Company a cashiers or certified check or a wire transfer of funds in an aggregate amount equal to the product of (x) the price per share of such Executive Stock and in addition to(y) those contained in paragraph the number of shares so purchased by the Executive. (c) below Within 30 days after Executive purchases any Executive Stock from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially regulations promulgated thereunder in the form of Exhibit Annex A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested.Executive (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (dvi) Executive is a resident of the District of Columbia. (e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderaffect the right of the Company to terminate Executive's employment at any time for any reason.

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, 12 shares of Class B Common Stock at a price of $10 per share. The Company will deliver to Executive the certificate certificates representing such Class B Common Stock, and Executive will deliver to the Company a check or wire transfer of funds in an amount of $16.92 and a promissory note in the form of Exhibit A attached hereto (an "Executive Note") in an aggregate principal amount of $16,903.08 (the "Executive Note")120. Executive's obligations under the such Executive Note shall be secured by a pledge of all of the shares of Executive Stock to the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto (the "Pledge Agreement"). (b) Upon the purchase from time to time by the Investor or any Seller (as defined in the Purchase Agreement) of up to 24,250 shares of Class A Common Stock and up to an additional 45,000 shares of Class B Common Stock pursuant to subparagraphs 1B(b) or 1B(c) of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 988 additional shares of Class B Common Stock at a price of $10 per share (each, a "Mandatory Purchase"); provided that Executive will have the option to purchase all or any portion of such 988 additional shares of Class B Common Stock at a price of $10 per share at such earlier time or times as Executive shall determine (each, an "Optional Purchase"). The number of shares of Class B Common Stock to be sold by the Company and purchased by Executive pursuant to any Mandatory Purchase shall equal (i) 988 multiplied by a fraction (A) the numerator of which will be the sum of (I) the product of (x) the number of shares of Class A Common Stock to be concurrently purchased by the Investor or such Seller multiplied by 1,000 plus (II) the product of (x) the number of shares of Class B Common Stock to be concurrently purchased by the Investor or such Seller multiplied by (y) 10 and (B) the denominator of which will be 24,700,000, minus (ii) the number of shares, if any, previously purchased by Executive in Optional Purchases which have not previously been applied to reduce Mandatory Purchases pursuant this clause (ii). The Company will deliver to Executive the certificates representing such Class B Common Stock, and Executive will deliver to the Company an Executive Note in an aggregate principal amount of $10 multiplied by the number of shares of Class B Common Stock so purchased by Executive. Executive's obligations under each Executive Note shall be secured by a pledge of all of the shares of Executive Stock to the Company pursuant to the Pledge Agreement. (c) Within 30 days after Executive purchases any Executive Stock from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and in connection therewith Executive shall enter into a pledge agreement the regulations promulgated thereunder in the form of Exhibit B C attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested.answers (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (de) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderaffect the right of the Company to terminate Executive's employment at any time for any reason.

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement (the "Closing")Agreement, Executive will purchase, and the Company will sell to Executive and Executive will purchase 1,692 sell, 24 shares of Class B Common Stock at a price of $10 per share. The Company will deliver to Executive the certificate certificates representing such Class B Common Stock, and Executive will deliver to the Company a check or wire transfer of funds in an amount of $16.92 and a promissory note in the form of Exhibit A attached hereto (an "Executive Note") in an aggregate principal amount of $16,903.08 (the "Executive Note")240. Executive's obligations under the such Executive Note shall be secured by a pledge of all of the shares of Executive Stock to the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto (the "Pledge Agreement"). (b) Upon the purchase from time to time by the Investor of up to 24,250 shares of Class A Common Stock and up to an additional 45,000 shares of Class B Common Stock pursuant to subparagraph 1B(b) of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 1,976 additional shares of Class B Common Stock at a price of $10 per share (each, a "Mandatory Purchase"); provided that Executive will have the option to purchase all or any portion of such 1,976 additional shares of Class B Common Stock at a price of $10 per share at such earlier time or times as Executive shall determine (each, an "Optional Purchase"). The number of shares of Class B Common Stock to be sold by the Company and purchased by Executive pursuant to any Mandatory Purchase shall equal (i) 1,976 multiplied by a fraction (A) the numerator of which will be the sum of (I) the product of (x) the number of shares of Class A Common Stock to be concurrently purchased by the Investor multiplied by 1,000 plus (II) the product of (x) the number of shares of Class B Common Stock to be concurrently purchased by the Investor multiplied by (y) 10 and (B) the denominator of which will be 24,700,000, minus (ii) the number of shares, if any, previously purchased by Executive in Optional Purchases which have not previously been applied to reduce Mandatory Purchases pursuant this clause (ii). The Company will deliver to Executive the certificates representing such Class B Common Stock, and Executive will deliver to the Company an Executive Note in an aggregate principal amount of $10 multiplied by the number of shares of Class B Common Stock so purchased by Executive. Executive's obligations under each Executive Note shall be secured by a pledge of all of the shares of Executive Stock to the Company pursuant to the Pledge Agreement. (c) Within 30 days after Executive purchases any Executive Stock from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and in connection therewith Executive shall enter into a pledge agreement the regulations promulgated thereunder in the form of Exhibit B C attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (cd) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested. (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (de) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that: (i) that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall affect any of the rights of the Company set forth entitle Executive to remain in the Employment Agreement; and (ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase employment of Executive Stock upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided hereunderaffect the right of the Company to terminate Executive's employment at any time for any reason.