Common use of Purchase Rights; Vesting Clause in Contracts

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings ("Incentive Equity") equal to 10% of the total Incentive Equity of Holdings for an aggregate purchase price of $1,000. Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the 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. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the date hereof and for a period of at least five business days thereafter is $1,000 and that they shall use that value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings ("Incentive Equity") equal to 1030% of the total Incentive Equity of Holdings for an aggregate purchase price of $1,0003,000. Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the 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. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the date hereof and for a period of at least five business days thereafter is $1,000 3,000 and that they shall use that value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B C equity of Holdings ("Incentive Equity") equal to 107.70% of the total Incentive Equity of Holdings for an aggregate purchase price of $1,000770. Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the 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. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the date hereof and for a period of at least five business days thereafter is $1,000 770 and that they shall use that value for all Federal income tax purposes. (b) Twenty percent (20%) of As long as Executive is employed by Holdings, Executive's Incentive Equity will shall vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Commencement Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

Purchase Rights; Vesting. (a) As of the date hereof, Executive shall have the right to purchase at any time from Holdings Class B equity of Holdings ("Incentive Equity") equal to 1015% of the total Incentive Equity of Holdings for an aggregate purchase price of $1,0001,500. Within 30 days after each time that Executive exercises its right to purchase Incentive Equity, the 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. The parties hereto agree that the fair market value of the Incentive Equity allocated to Executive as of the date hereof and for a period of at least five business days thereafter is $1,000 1,500 and that they shall use that value for all Federal income tax purposes. (b) Twenty percent (20%) of Executive's Incentive Equity will vest on the First Acquisition Closing Date and, provided that (except in the case of vesting pursuant to Section 5.3(a)) Executive is still employed by Holdings, the remainder on a daily basis over a four-year period beginning with the First Acquisition Closing Date. All unvested Incentive Equity will become fully vested immediately prior to the occurrence of a Liquidity Event. "Liquidity Event" means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.