Common use of Repurchase of Shares Clause in Contracts

Repurchase of Shares. (a) In the event that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Restricted Shareholder ceases to serve on the Board of, or be employed by the Company or any of its Subsidiaries on a full-time basis for any reason, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the ExecutiveRestricted Shareholder's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Restricted Shareholder Stock and Fair Market ValueValue as of the date of repurchase; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, repurchase by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price Fair Market Value as of the Executive Stock and Fair Market Valuedate of repurchase. (b) In the event of Salea Change of Control, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the ExecutiveRestricted Shareholder's transferees) which, as of the date of such SaleChange of Control, have not vested become Vested Shares pursuant to Sections 2(a)(ii) and (a)(iii) hereofSection 2, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Change of Control Repurchase Option"; ) for the lower of the Original Purchase Price of the Restricted Shareholder Stock and Fair Market Value. (c) The Non-Vested Change of Control Repurchase Option, together with the Non-Vested Repurchase Option and the Vested Repurchase Option, are referred to collectively as the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueOptions. (c) " The Repurchase Option Options shall be exercised by the Company, or its designee, from time to time, by delivering to the Executive Restricted Shareholder a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares Shares of Executive Restricted Shareholder Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares Shares of Executive Restricted Shareholder Stock being repurchased without further action by the Executive Restricted Shareholder or any of his or her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive Restricted Shareholder or his or her transferee fails to deliver the shares Shares of Executive Restricted Shareholder Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Restricted Shareholder or his or her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive Restricted Shareholder cancel on its books the certificates(s) representing such shares Shares of Executive Restricted Shareholder Stock registered in the name of the Executive Restricted Shareholder and all of the ExecutiveRestricted Shareholder's or his or her transferee's right, title, and interest in and to such shares Shares of Executive Restricted Shareholder Stock shall terminate in all respects. (d) Each holder of Notwithstanding the Executive foregoing, if at any time the Company elects to purchase any Class B Common Stock pursuant to this Section 3, the Company shall promptly return pay the purchase price for the Class B Common Stock it purchases (i) first, by offsetting indebtedness, if any, owing from such Restricted Shareholder to the Company share and (ii) then, by the Company's delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Stock so purchased, duly endorsed; provided that, if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of a promissory note or senior preferred shares of the Executive Stock repurchased pursuant Company with a liquidation preference equal to Sections 3(a) and (b) hereof. In the event such certificates represent more shares balance of the Executive Stock than are required purchase price. The promissory note or senior preferred shares shall accrue interest or yield, as the case may be, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity or upon payment of distributions by the Company. The value of each such senior preferred share shall as of its issuance be deemed to be forfeited, equal (A) the Company shall, without charge, deliver to such holder portion of the Executive Stock a new certificate representing cash payment paid by the issuance of such excesspreferred shares divided by (B) the number of senior preferred shares so issued. Any senior preferred shares or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Executive Restricted Shareholder Stock is repurchased pursuant to this Section 3, the Executive Restricted Shareholder and his or her successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In connection with the event that repurchase of Shares, you are appointed and shall act as Agent of the Executive ceases Trust. You are authorized, for so long as you act as General Distributor of the Fund, to be employed by the Company repurchase, from authorized insurance companies, certificated or any of its Subsidiaries for any reason, then all uncertificated shares of Executive Stock the Fund (whether held by "Shares") on the Executive or by one or more basis of orders received from each authorized insurance company with which you have a participation agreement for the Executive's transferees) which as sale of Shares and permitting resales of Shares to you, provided that such authorized insurance company, at the date time of termination: placing such resale order, shall represent (i) if such Shares are represented by certificate(s), that certificate(s) for the Shares to be repurchased have not vested pursuant been delivered to Section 2 hereof, will be subject to repurchase it by the Company, at its option (the "Non-Vested Repurchase Option"), indirect shareholder(s) with a request for the lower redemption of such Shares executed in the Original Purchase Price of manner and with the Executive Stock and Fair Market Value signature guarantee required by the then current effective prospectus and/or SAI, or (ii) have vested pursuant if such Shares are uncertificated, that the indirect shareholder(s) has delivered to Section 2 hereof, will be subject to repurchase, solely the authorized insurance company a request for the redemption of such Shares executed in the event that manner and with the Executive ceases to be employed signature guarantee required by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price then current policies and procedures of the Executive Stock and Fair Market ValueTransfer Agent of the Fund. (b) In You shall (a) have the event right in your discretion to accept or reject orders for the repurchase of SaleShares; (b) promptly transmit confirmations of accepted repurchase orders (which may be netted against corresponding redemption orders); and (c) transmit a copy of such confirmation to the Trust, then all shares of Executive Stock (whether held by the Executive or, if so directed, to any duly appointed transfer or by one or more shareholder servicing agent of the Executive's transferees) whichTrust. In your discretion, as you may accept repurchase requests made by a financially responsible authorized insurance company which provides you with indemnification in form satisfactory to you in consideration of your acceptance of such request in lieu of the date written redemption request of the owner of the account; you agree that the Trust shall be a third party beneficiary of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Valueindemnification. (c) The Repurchase Option shall be exercised Upon receipt by the CompanyTrust or its duly appointed transfer or shareholder servicing agent of any certificate(s) (if any has been issued) for repurchased Shares and a written redemption request of the indirect shareholder(s) of such Shares executed in the manner and bearing the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Fund, the Trust will pay or cause its duly appointed transfer or shareholder servicing agent promptly to pay to the authorized insurance company the redemption price of the repurchased Shares (other than repurchased Shares subject to the provisions of part (d) of Section 4 of this Agreement) next determined after your receipt of the authorized insurance company's repurchase order. (d) Notwithstanding the provisions of part (c) of Section 4 of this Agreement, repurchase orders received from an authorized insurance company after the latest determination of the Fund's redemption price on a regular business day will receive that day's latest redemption price if the request to the authorized insurance company by its customer to arrange such repurchase prior to the latest determination of the Fund's redemption price that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (e) You will make every reasonable effort and take all reasonably available measures to assure the accurate performance of all services to be performed by you hereunder within the requirements of any statute, rule or regulation pertaining to the redemption of shares of a regulated investment company and any requirements set forth in the then current Prospectus and/or SAI of the Trust. You shall correct any error or omission made by you in the performance of your duties hereunder of which you shall have received notice in writing and any necessary substantiating data; and you shall hold a Fund harmless from the effect of any errors or omissions which might cause an over- or under-redemption of a Fund's Shares and/or an excess or non-payment of dividends, capital gains distributions, or its designee, by delivering other distributions. (f) In the event an authorized authorized insurance company initiating a repurchase order shall fail to make delivery or otherwise settle such order in accordance either with the Executive a written notice of exercise and a check in the amount rules of the Original Purchase Price National Association of Securities Dealers, Inc. or Fair Market Valuea participation agreement to which the Trust is a party and to which the Shares are subject, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, you shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the cancel such repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, mayorder and, at its optionyour account and risk, in addition to all other remedies it may have, deposit hold responsible the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereofauthorized insurance company. In the event such certificates represent more shares that any cancellation of a Share repurchase order or any error in the timing of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder acceptance of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives Share repurchase order shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase result in a timely mannergain or loss to the Trust, you agree promptly to reimburse the Trust for any amount by which any loss shall exceed then- existing gains so arising.

Repurchase of Shares. (a) In the event that Buyer ceases to be employed by the Executive ceases Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect. (b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right. (c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsaffiliate thereof. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such certificates represent more shares of the Executive Stock than are required to be forfeitedShares, the Company shall, without charge, deliver to Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such holder of the Executive Stock Shares have been owned by Buyer for six (6) months and a new certificate representing such excessday. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Restricted Shareholder ceases to serve on the Board of, or be employed by the Company or any of its Subsidiaries on a full-time basis for any reason, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the Executive's Restricted Shareholder’s transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "“Non-Vested Repurchase Option"”), for the lower of the Original Purchase Price of the Executive Restricted Shareholder Stock and Fair Market ValueValue as of the date of repurchase; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, repurchase by the Company, at its option (the "“Vested Repurchase Option"”), for the lower of Original Purchase Price Fair Market Value as of the Executive Stock and Fair Market Valuedate of repurchase. (b) In the event of Salea Change of Control, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the Executive's Restricted Shareholder’s transferees) which, as of the date of such SaleChange of Control, have not vested become Vested Shares pursuant to Sections 2(a)(ii) and (a)(iii) hereofSection 2, will be subject to repurchase by the Company, at its option (the "“Non-Vested Sale Change of Control Repurchase Option"; ”) for the lower of the Original Purchase Price of the Restricted Shareholder Stock and Fair Market Value. (c) The Non-Vested Change of Control Repurchase Option, together with the Non-Vested Repurchase Option and the Vested Repurchase Option, are referred to collectively as the "“Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueOptions. (c) ” The Repurchase Option Options shall be exercised by the Company, or its designee, from time to time, by delivering to the Executive Restricted Shareholder a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares Shares of Executive Restricted Shareholder Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares Shares of Executive Restricted Shareholder Stock being repurchased without further action by the Executive Restricted Shareholder or any of his or her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive Restricted Shareholder or his or her transferee fails to deliver the shares Shares of Executive Restricted Shareholder Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Restricted Shareholder or his or her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive Restricted Shareholder cancel on its books the certificates(s) representing such shares Shares of Executive Restricted Shareholder Stock registered in the name of the Executive Restricted Shareholder and all of the Executive's Restricted Shareholder’s or his or her transferee's ’s right, title, and interest in and to such shares Shares of Executive Restricted Shareholder Stock shall terminate in all respects. (d) Each holder of Notwithstanding the Executive foregoing, if at any time the Company elects to purchase any Class B Common Stock pursuant to this Section 3, the Company shall promptly return pay the purchase price for the Class B Common Stock it purchases (i) first, by offsetting indebtedness, if any, owing from such Restricted Shareholder to the Company share and (ii) then, by the Company’s delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Stock so purchased, duly endorsed; provided that, if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the “Cash Deferral Conditions”), the portion of the cash payment so affected may be made by the Company’s delivery of a promissory note or senior preferred shares of the Executive Stock repurchased pursuant Company with a liquidation preference equal to Sections 3(a) and (b) hereof. In the event such certificates represent more shares balance of the Executive Stock than are required purchase price. The promissory note or senior preferred shares shall accrue interest or yield, as the case may be, annually at the “prime rate” published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity or upon payment of distributions by the Company. The value of each such senior preferred share shall as of its issuance be deemed to be forfeited, equal (A) the Company shall, without charge, deliver to such holder portion of the Executive Stock a new certificate representing cash payment paid by the issuance of such excesspreferred shares divided by (B) the number of senior preferred shares so issued. Any senior preferred shares or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Executive Restricted Shareholder Stock is repurchased pursuant to this Section 3, the Executive Restricted Shareholder and his or her successors, assigns or Representatives shall take (at the Company's ’s expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. The Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents: (a) In the event that the Executive ceases Subject to be employed by the Company or and in conformity with all applicable Federal and state legislation, any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more applicable rules of the Executive's transferees) which as Financial Industry Regulatory Authority and any applicable rules and regulations of the date Securities and Exchange Commission under the Investment Company Act of termination: (i) have not vested pursuant 1940, the Distributor may accept offers of holders of Shares to Section 2 hereof, will be subject resell such Shares to repurchase by the Company, Fund on such term and conditions and at its option (such prices as described and provided for in the "Non-Vested Repurchase Option"), for the lower then current Prospectus of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market ValueFund. (b) In The Distributor agrees to notify the event of SaleFund, then all shares of Executive Stock (whether held by at such times as the Executive or by one or more Fund may specify, of the Executivenumber of Shares repurchased for the Fund's transferees) whichaccount and the time or times of such repurchases, as and the Fund shall notify the Distributor of the date of prices applicable to such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Valuerepurchases. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, Fund shall have the right to transfer to its own name suspend or revoke the number foregoing authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of shares notice thereof by written instrument from any of Executive Stock being repurchased without further action the Fund's officers. In the event that the Distributor's authorization is, by the Executive terms of such notice, suspended for more than twenty-four hours or any of his transferees. If until further notice, the Company or its designee elect to exercise the repurchase rights pursuant to authorization given by this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered 6 shall not be revived except by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name vote of the Executive and all Board of Trustees of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsFund. (d) Each holder The Distributor agrees that all repurchases of Shares made by the Executive Stock Distributor shall promptly return be made only as agent for the Fund's account and pursuant to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) terms and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excessconditions herein set forth. (e) In The Fund agrees to authorize and direct its Custodian for the event that Executive Stock is Fund to pay for the Fund's account the repurchase price of any Shares so repurchased pursuant for the Fund against delivery of the certificates representing such Shares in proper form for transfer to the Fund or against the authorized transfer of book Shares from an Open Account and against delivery of any other documentation required by the Board of Trustees of the Fund. (f) The Distributor shall receive no commissions or other compensation in respect to any repurchases of Shares for the Fund under the foregoing authorization and appointment as agent. (g) If any shares sold to the Distributor under the terms of this Section 3Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of the Fund's confirmation of the original purchase, the Executive and his successors, assigns or Representatives Distributor shall take (at forfeit the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation amount above the net asset value received by it in respect of such repurchase Shares, provided that the portion, if any, of such amount reallowed by the Distributor to dealers shall be repayable to the Fund only to the extent recovered by the Distributor from the dealer concerned. The Distributor shall include in the form of Dealer Agreement with securities dealers a timely mannercorresponding provision for the forfeiture by dealer of their concession with respect to Shares purchased by them and redeemed or repurchased by the Fund or by the Distributor, as agent within seven business days after the date of the Fund's confirmation of their purchases.

Repurchase of Shares. (a) In Except as otherwise provided in this Declaration, no Shareholder or other Person holding Shares will have the event that right to withdraw, redeem, or tender Shares to the Executive ceases to be employed by the Company or any of its Subsidiaries Trust for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In Unless the event of SaleTrustees otherwise determine, then all shares of Executive Stock (whether held each Shareholder shall have the right at such times as may be permitted by the Executive Trustees to require the Trust to repurchase all or by one or more any part of his Shares at the Executive's transferees) which, net asset value thereof as of the repurchase pricing date of such Saleestablished by the Trustees, have not vested pursuant to Sections 2(a)(ii) less any repurchase fee established by the Trustees in their discretion, and (a)(iii) hereof, will be subject to such conditions as the Trustees may determine, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for repurchase if the repurchase is oversubscribed. Payment for said Shares shall be made by the Company, at its option (Trust to the "Non-Vested Sale Repurchase Option"; and together with Shareholder within seven days after the Non-Vested Repurchase Option repurchase pricing date established by the Trustees. Subject to the requirements of the 1940 Act and the Vested Repurchase Optionrules thereunder, the "Repurchase Option"), for repurchase price may in any case or cases be paid in cash or wholly or partly in kind if the lower Trustees determine that such payment is advisable in the interest of the Original Purchase Price remaining Shareholders. Subject to the foregoing, the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the Executive Stock and Fair Market Valuerepurchase price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. (c) The Repurchase Option shall Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be exercised in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true; (5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the CompanyEmployee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or its designeecertain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by delivering virtue of continuing to hold Shares; (6) if at such time such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by the Executive a written notice of exercise and a check Trustees; (7) it would be in the amount best interests of the Original Purchase Price or Fair Market ValueTrust, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereofTrustees, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over Trust to repurchase the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsShares. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Restricted Shareholder ceases to serve on the Board of, or be employed by the Company or any of its Subsidiaries on a full-time basis for any reason, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the ExecutiveRestricted Shareholder's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Restricted Shareholder Stock and Fair Market ValueValue as of the date of repurchase; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, repurchase by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price Fair Market Value as of the Executive Stock and Fair Market Valuedate of repurchase. (b) In the event of Salea Change of Control, then all shares Shares of Executive Restricted Shareholder Stock (whether held by the Executive Restricted Shareholder or by one or more of the ExecutiveRestricted Shareholder's transferees) which, as of the date of such SaleChange of Control, have not vested become Vested Shares pursuant to Sections 2(a)(ii) and (a)(iii) hereofSection 2, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Change of Control Repurchase Option"; ) for the lower of the Original Purchase Price of the Restricted Shareholder Stock and Fair Market Value. (c) The Non-Vested Change of Control Repurchase Option, together with the Non-Vested Repurchase Option and the Vested Repurchase Option, are referred to collectively as the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueOptions. (c) " The Repurchase Option Options shall be exercised by the Company, or its designee, from time to time, by delivering to the Executive Restricted Shareholder a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares Shares of Executive Restricted Shareholder Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares Shares of Executive Restricted Shareholder Stock being repurchased without further action by the Executive Restricted Shareholder or any of his or her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive Restricted Shareholder or his or her transferee fails to deliver the shares Shares of Executive Restricted Shareholder Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Restricted Shareholder or his or her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive Restricted Shareholder cancel on its books the certificates(s) representing such shares Shares of Executive Restricted Shareholder Stock registered in the name of the Executive Restricted Shareholder and all of the ExecutiveRestricted Shareholder's or his or her transferee's right, title, and interest in and to such shares Shares of Executive Restricted Shareholder Stock shall terminate in all respects. (d) Each holder of Notwithstanding the Executive Stock shall promptly return to foregoing, if at any time the Company share certificates representing shares of the Executive elects to purchase any Class B Common Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive Company shall pay the purchase price for the Class B Common Stock it purchases (i) first, by offsetting indebtedness, if any, owing from such Restricted Shareholder to the Company and his successors(ii) then, assigns or Representatives shall take (at by the Company's expensedelivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Stock so purchased, duly endorsed; provided that, if any such cash payment at the time such payment is required to be made would result (A) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or

Repurchase of Shares. (a) In connection with the event that the Executive ceases to be employed by the Company or any repurchase of its Subsidiaries for any reasonShares, then all shares of Executive Stock (whether held by the Executive or by one or more you are appointed and shall act as Agent of the Executive's transferees) which Company. You are authorized, for so long as you act as General Distributor of the date Portfolio, to repurchase, from authorized insurance companies, certificated or uncertificated Shares of termination: the Portfolio on the basis of orders received from each authorized insurance company with which you have a participation agreement for the sale of Shares and permitting resales of Shares to you, provided that such authorized insurance company, at the time of placing such resale order, shall represent (i) if such Shares are represented by certificate(s), that certificate(s) for the Shares to be repurchased have not vested pursuant been delivered to Section 2 hereof, will be subject to repurchase it by the Company, at its option (the "Non-Vested Repurchase Option"), indirect shareholder(s) with a request for the lower redemption of such Shares executed in the Original Purchase Price of manner and with the Executive Stock and Fair Market Value signature guarantee required by the then current effective prospectus and/or SAI, or (ii) have vested pursuant if such Shares are uncertificated, that the indirect shareholder(s) has delivered to Section 2 hereof, will be subject to repurchase, solely the authorized insurance company a request for the redemption of such Shares executed in the event that manner and with the Executive ceases to be employed signature guarantee required by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price then current policies and procedures of the Executive Stock and Fair Market ValueTransfer Agent of the Portfolio. (b) In You shall (a) have the event right in your discretion to accept or reject orders for the repurchase of Sale, then all shares Shares; (b) promptly transmit confirmations of Executive Stock accepted repurchase orders (whether held by the Executive or by one or more of the Executive's transfereeswhich may be netted against corresponding redemption orders); and (c) which, as of the date transmit a copy of such Sale, have not vested pursuant confirmation to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Optionor, the "Repurchase Option")if so directed, for the lower to any duly appointed transfer or shareholder servicing agent of the Original Purchase Price Company. In your discretion, you may accept repurchase requests made by a financially responsible authorized insurance company which provides you with indemnification in form satisfactory to you in consideration of your acceptance of such request in lieu of the Executive Stock and Fair Market Valuewritten redemption request of the owner of the account; you agree that the Company shall be a third party beneficiary of such indemnification. (c) The Repurchase Option shall be exercised Upon receipt by the Company or its duly appointed transfer or shareholder servicing agent of any certificate(s) (if any has been issued) for repurchased Shares and a written redemption request of the indirect shareholder(s) of such Shares executed in the manner and bearing the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Portfolio, the Company will pay or cause its duly appointed transfer or shareholder servicing agent promptly to pay to the authorized insurance company the redemption price of the repurchased Shares (other than repurchased Shares subject to the provisions of part (d) of Section 4 of this Agreement) next determined after your receipt of the authorized insurance company's repurchase order. (d) Notwithstanding the provisions of part (c) of Section 4 of this Agreement, repurchase orders received from an authorized insurance company after the latest determination of the Portfolio's redemption price on a regular business day will receive that day's latest redemption price if the request to the authorized insurance company by its customer to arrange such repurchase prior to the latest determination of the Portfolio's redemption price that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (e) You will make every reasonable effort and take all reasonably available measures to assure the accurate performance of all services to be performed by you hereunder within the requirements of any statute, rule or regulation pertaining to the redemption of shares of a regulated investment company and any requirements set forth in the then current Prospectus and/or SAI of the Company. You shall correct any error or omission made by you in the performance of your duties hereunder of which you shall have received notice in writing and any necessary substantiating data; and you shall hold a Portfolio harmless from the effect of any errors or omissions which might cause an over- or under-redemption of a Portfolio's Shares and/or an excess or non-payment of dividends, capital gains distributions, or its designee, by delivering other distributions. (f) In the event an authorized authorized insurance company initiating a repurchase order shall fail to make delivery or otherwise settle such order in accordance either with the Executive a written notice of exercise and a check in the amount rules of the Original Purchase Price National Association of Securities Dealers, Inc. or Fair Market Valuea participation agreement to which the Company is a party and to which the Shares are subject, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, you shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the cancel such repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, mayorder and, at its optionyour account and risk, in addition to all other remedies it may have, deposit hold responsible the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereofauthorized insurance company. In the event such certificates represent more shares that any cancellation of a Share repurchase order or any error in the timing of the Executive Stock than are required acceptance of a Share repurchase order shall result in a gain or loss to be forfeitedthe Company, you agree promptly to reimburse the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excessfor any amount by which any loss shall exceed then-existing gains so arising. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Employee ceases to be employed by the Company or any of its Subsidiaries on a full-time basis for any reason, then all shares of Executive Employee Stock (whether held by the Executive Employee or by one or more of the ExecutiveEmployee's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Employee Stock and Fair Market Value; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, repurchase by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Salea Change of Control, then all shares of Executive Employee Stock (whether held by the Executive Employee or by one or more of the ExecutiveEmployee's transferees) which, as of the date of such SaleChange of Control, have not vested become Vested Shares pursuant to Sections 2(a)(ii) and (a)(iii) hereofSection 2, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Change of Control Repurchase Option"; ) for the lower of the Original Purchase Price of the Employee Stock and Fair Market Value. (c) The Non-Vested Change of Control Repurchase Option, together with the Non-Vested Repurchase Option and the Vested Repurchase Option, are referred to collectively as the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueOptions. (c) " The Repurchase Option Options shall be exercised by the Company, or its designee, from time to time, by delivering to the Executive Employee a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Employee Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Employee Stock being repurchased without further action by the Executive Employee or any of his or her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive Employee or his or her transferee fails to deliver the shares of Executive Employee Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Employee or his or her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive Employee cancel on its books the certificates(s) representing such shares of Executive Employee Stock registered in the name of the Executive Employee and all of the ExecutiveEmployee's or his or her transferee's right, title, and interest in and to such shares of Executive Employee Stock shall terminate in all respects. (d) Each holder of Notwithstanding the Executive foregoing, if at any time the Company elects to purchase any Class B Common Stock pursuant to this Section 3, the Company shall promptly return pay the purchase price for the Class B Common Stock it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee to the Company share and (ii) then, by the Company's delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Stock so purchased, duly endorsed; provided that, if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of a promissory note or senior preferred shares of the Executive Stock repurchased pursuant Company with a liquidation preference equal to Sections 3(a) and (b) hereof. In the event such certificates represent more shares balance of the Executive Stock than are required purchase price. The promissory note or senior preferred shares shall accrue interest or yield, as the case may be, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity or upon payment of distributions by the Company. The value of each such senior preferred share shall as of its issuance be deemed to be forfeited, equal (A) the Company shall, without charge, deliver to such holder portion of the Executive Stock a new certificate representing cash payment paid by the issuance of such excesspreferred shares divided by (B) the number of senior preferred shares so issued. Any senior preferred shares or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Executive Employee Stock is repurchased pursuant to this Section 3, the Executive Employee and his or her successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. 2.1 Subject to clauses 2.5 and 2.6, the Dealer agrees to use its reasonable endeavours during the Execution Period to purchase the Purchased Shares as principal, at a price per Purchased Share not exceeding the Repurchase Price, for on-sale to the Company under the terms of this Agreement. 2.2 The Company undertakes to credit the Designated Account on or around the date of this Agreement with the cash amount, if any, set out in the Schedule. 2.3 The Company undertakes and agrees that in accordance with the provisions of clause 4 on the Settlement Date or, if more than one, on each Settlement Date: (a) In it shall purchase all of the event Purchased Shares offered by the Dealer to the Company on the relevant Settlement Date, on a principal to principal basis; (b) it shall purchase such Purchased Shares at a price per Purchased Share which is equal to the actual price paid by the Dealer, provided always that such price does not exceed the Executive ceases Repurchase Price, per Purchased Share; (c) it shall pay to be employed the Dealer per Purchased Share, any stamp duty or stamp duty reserve tax paid or payable by the Dealer as a consequence of or in connection with the Dealer acquiring the Purchased Share from any person or the acquisition of the Purchased Share by the Company from the Dealer (together with the amount due under clause 2.3(b), the "Aggregate Repurchase Price"); and (d) it shall pay to the Dealer the Commission. 2.4 The Dealer shall provide the Company with written confirmation of the number of Purchased Shares purchased under the terms of this Agreement on a daily basis or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held as otherwise specified by the Executive or Company. 2.5 In no event shall: (a) the aggregate number of Purchased Shares to be repurchased by one or more the Company under this Agreement (taken together with any other Shares repurchased by the Company pursuant to any other agreement entered into in connection the Resolution whilst this Agreement is in force) exceed the Maximum Amount; (b) the maximum number of Purchased Shares to be purchased by the Executive's transfereesDealer on a Trading Day exceed the Daily Limit, if any; and (c) which as of the date of terminationRepurchase Price be: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by greater than the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueMaximum Price; or (ii) have vested pursuant less than the Minimum Price. 2.6 Without prejudice to Section 2 hereofthe Company’s obligations under clauses 2.3 and 4, will be subject to repurchase, solely in during the event that the Executive ceases to be employed by Execution Period the Company or any of its Subsidiaries as a result of a Termination for Causemay, by notice in writing, instruct the CompanyDealer to cease effecting purchases of Purchased Shares and, at its option upon receipt of such notice, the Dealer shall promptly cease making any purchases of Purchased Shares under the terms of this Agreement unless or until the Company notifies the Dealer in writing that it may recommence effecting purchases of Purchased Shares. 2.7 The Company agrees that it shall not, directly or indirectly, communicate any inside information (as defined in article 7 of MAR) relating to the "Vested Repurchase Option"), for Shares or the lower of Original Purchase Price Company to any employee of the Executive Stock and Fair Market ValueDealer or its Affiliates at any time while this Agreement is in effect. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more 2.8 Each of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option Company and the Vested Repurchase OptionDealer shall, the "Repurchase Option")insofar as applicable to them acting in their capacities set out herein, for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and ensure at all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock times that it is acting in accordance with the terms hereofof the Resolution, the Companyrelevant provisions of the Act, or its designeethe provisions of the LRs, maythe DTRs, at its optionFSMA, MAR and the Criminal Justice Xxx 0000 and all other applicable law and regulation (including, without limitation, in addition respect of the service of any notice under clause 2.6). 2.9 The Company confirms, acknowledges and agrees that it shall be solely responsible for complying with all reporting or filing requirements that may apply to all other remedies it may have, deposit the any sale and purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsPurchased Shares under this Agreement. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Shareholder ceases to be employed by the Company for any reason prior to an Initial Public Offering, the Company, during the sixty (60) days following the Termination Date (the "Repurchase Period") shall have the right to purchase all or any portion of the Retained Shares (the "Repurchase Right"). The purchase price for each Retained Share shall equal Fair Market Value unless the Shareholder resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or Cost. If the Company elects to purchase the Retained Shares, it shall notify the Shareholder at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Shareholder has presented to the Company stock certificates evidencing the Retained Shares duly endorsed for transfer (the "Endorsed Certificates"). If the Shareholder fails to deliver the Endorsed Certificates, the Retained Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Shareholder or his or her Permitted Transferee or (ii) notice to the Shareholder or such Permitted Transferee that the Company is holding the purchase price for the account of the Shareholder or such Permitted Transferee, and upon such payment or notice the Shareholder and such Permitted Transferee will have no further rights in or to such Retained Shares. The Company may assign its Subsidiaries Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Retained Shares are not purchased pursuant to Section 3(a) or 3(b), the restrictions on transfer thereof contained in Section 2 of this Agreement shall terminate and be of no further force and effect. (b) If the Shareholder's employment with the Company is terminated prior to an Initial Public Offering (i) by the Company without Cause; (ii) due to the Shareholder's Retirement, death or Permanent Disability; (iii) by the Shareholder for Good Reason; or (iv) at any time after May 10, 2003 for any reasonreason other than for Cause, the Shareholder or his or her representative or Permitted Transferee, during the 120 days following the Termination Date (the "Put Period") shall have the right to require SEL to purchase all or any portion of the Retained Shares then all shares of Executive Stock (whether held by the Executive or Shareholder (the "Put Right"), unless, by one or more the thirtieth (30) day after the Company and SEL have received notice of the ExecutiveShareholder's transfereeselection to exercise the Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Retained Shares on the same terms as such Retained Shares were to be purchased by SEL, in which case such Retained Shares will be acquired by the Company. The purchase price shall be at Fair Market Value, unless the employment of the Shareholder is terminated without Cause prior to May 10, 2003, in which case (i) for Pledged Shares, the purchase price will be the lower of Fair Market Value or Cost and (ii) for Non-Pledged Shares, the purchase price will be Cost if the termination occurs prior to May 10, 2001 and will be Fair Market Value thereafter. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period, provided that SEL or the Company, as the case may be, need not pay the purchase price until such later time that the Shareholder presents to the Company the Endorsed Certificates.. If the Shareholder's employment with the Company is terminated by the Shareholder without Good Reason at any time prior to May 10, 2003, the Shareholder or his or her representative or Permitted Transferee, during the Put Period, shall have the right to require SEL to purchase all or any portion of the Shares pledged by the Shareholder pursuant to the Shareholder's Loan and Pledge Agreement entered into in connection with borrowings under the Company's Stock Loan Plan (the "Additional Put Right"), unless, by the thirtieth (30) day after the Company and SEL have received notice of the Shareholder's election to exercise the Additional Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Shares on the same terms as such Shares were to be purchased by SEL, in which case such Shares will be acquired by the Company. The purchase price shall be at the lower of Fair Market Value or Cost. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period. (c) The Fair Market Value of the Retained Shares to be purchased by the Company hereunder shall be determined in good faith by the Company's Board of Directors. The Board of Directors shall make its determination of Fair Market Value annually (the "Annual Valuation") promptly after the completion of the Company's audited financial statements for the year then completed and such determination shall remain in effect until the Board of Directors makes the next Annual Valuation. Notwithstanding the foregoing, if the Board of Directors or an investment banker or appraiser appointed by the Company makes a determination of Fair Market Value subsequent to an Annual Valuation, such subsequent determination shall supersede the Annual Valuation then in effect and shall establish the Fair Market Value until the next Annual Valuation. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company. If such determination of the Fair Market Value is challenged by the Shareholder, each of the Shareholder and the Board of Directors will select an appraiser or investment banker, and the two appraisers and investment bankers, as the case may be, will select a mutually acceptable investment banker or appraiser. The three selected appraisers or investment bankers, as the case may be (the "Appraisers"), shall establish the Fair Market Value as of the date of termination:valuation referenced in the Annual Valuation or a subsequent determination. The Appraisers' determination shall be conclusive and binding on the Company and the Shareholder. The Shareholder shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value determined by such Appraisers is less than or equal to 110% of the determination challenged by the Shareholder. All costs in connection with the services of such Appraisers will be borne equally by the Company and the Shareholder if the Fair Market Value established by such Appraisers is greater than 110% but less than or equal to 120% of the determination challenged by the Shareholder. The Company shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value established by such Appraisers is greater than 120% of the determination challenged by the Shareholder. If it is determined that the Shareholder bears some or all of the costs incurred in connection with the services of the Appraisers, the Shareholder shall promptly pay or reimburse the Company for such costs. (id) The Shareholder shall not be considered to have not vested pursuant ceased to Section 2 hereof, will be subject to repurchase employed by the Company, at its option (the "Non-Vested Repurchase Option"), Company for the lower purposes of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases this Agreement if he continues to be employed by the Company or any of its Subsidiaries as a result of a Termination for CauseSubsidiary, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more a company of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If which the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsis a subsidiary. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that Buyer ceases to be employed by the Executive ceases Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect. (b) The Fair Market Value of Shares to be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 4(d) applies, in which case the determination will be as of the date of exercise of the Repurchase Right. (c) The Buyer shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Buyer continues to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsaffiliate thereof. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event that, on the Termination Date, Buyer owns Shares that have not been owned by Buyer for a period of at least six (6) months, with respect to all such certificates represent more shares of the Executive Stock than are required to be forfeitedShares, the Company shall, without charge, deliver to Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such holder of the Executive Stock Shares have been owned by Buyer for six (6) months and a new certificate representing such excessday. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. If at any time the Purchaser's employment with UNICCO is terminated for any reason (including, without limitation, voluntary termination, involuntary termination by UNICCO with or without cause, or death or disability), the Purchaser shall be required to sell, and UNICCO shall be required to purchase, for the purchase price described below, all of the Shares sold to the purchaser hereunder. The purchase price of the Shares sold pursuant to this Section 2 shall be the book value of such shares, determined by UNICCO's independent public accountants (the "Accountants") as of the last day of the month next preceding the month in which the termination of Purchaser's employment with UNICCO shall have occurred, which determination shall be final and binding on all parties hereto in the absence of manifest error. Notwithstanding the foregoing provisions, if (a) In UNICCO terminates the event that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the ExecutivePurchaser's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) employment without cause and (b) above. Upon delivery of such notice and payment UNICCO or Stevxx X. Xxxxxxxx, Xxbexx X. Xxxxxxxx, Xxchxxx X. Xxxxxxxx, xxd Georxx X. Xxxxxx (xxe "Existing Stockholders") enter into an agreement within one year after the effective date of the purchase price Purchaser's termination of employment in which (i) UNICCO agrees to sell all or substantially all of its assets not in the ordinary course of its business or (ii) the Existing Stockholders agree to sell more than fifty (50%) percent of their shares of UNICCO (to persons or entities other than Permitted Transferees, as described abovedefined below), the CompanyPurchaser shall be entitled to receive a percentage of the consideration received by UNICCO from the sale of its assets after satisfaction of all liabilities or received by the Existing Stockholders for the sale of their shares, or its designeeas the case may be, shall become equivalent to the legal and beneficial owner percentage of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action UNICCO previously owned by the Executive or any Purchaser on the effective date of his transferees. If such termination as reduced by all previous payments made to the Company or its designee elect to exercise the repurchase rights Purchaser pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsSection. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In connection with the event that repurchase of Shares, you are appointed and shall act as Agent of the Executive ceases Trust. You are authorized, for so long as you act as General Distributor of the Fund, to be employed by the Company repurchase, from authorized insurance companies, certificated or any of its Subsidiaries for any reason, then all uncertificated shares of Executive Stock the Fund (whether held by “Shares”) on the Executive or by one or more basis of orders received from each authorized insurance company with which you have a participation agreement for the Executive's transferees) which as sale of Shares and permitting resales of Shares to you, provided that such authorized insurance company, at the date time of termination: placing such resale order, shall represent (i) if such Shares are represented by certificate(s), that certificate(s) for the Shares to be repurchased have not vested pursuant been delivered to Section 2 hereof, will be subject to repurchase it by the Company, at its option (the "Non-Vested Repurchase Option"), indirect shareholder(s) with a request for the lower redemption of such Shares executed in the Original Purchase Price of manner and with the Executive Stock and Fair Market Value signature guarantee required by the then current effective prospectus and/or SAI, or (ii) have vested pursuant if such Shares are uncertificated, that the indirect shareholder(s) has delivered to Section 2 hereof, will be subject to repurchase, solely the authorized insurance company a request for the redemption of such Shares executed in the event that manner and with the Executive ceases to be employed signature guarantee required by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price then current policies and procedures of the Executive Stock and Fair Market ValueTransfer Agent of the Fund. (b) In You shall (a) have the event right in your discretion to accept or reject orders for the repurchase of SaleShares; (b) promptly transmit confirmations of accepted repurchase orders (which may be netted against corresponding redemption orders); and (c) transmit a copy of such confirmation to the Trust, then all shares of Executive Stock (whether held by the Executive or, if so directed, to any duly appointed transfer or by one or more shareholder servicing agent of the Executive's transferees) whichTrust. In your discretion, as you may accept repurchase requests made by a financially responsible authorized insurance company which provides you with indemnification in form satisfactory to you in consideration of your acceptance of such request in lieu of the date written redemption request of the owner of the account; you agree that the Trust shall be a third party beneficiary of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Valueindemnification. (c) The Repurchase Option shall be exercised Upon receipt by the CompanyTrust or its duly appointed transfer or shareholder servicing agent of any certificate(s) (if any has been issued) for repurchased Shares and a written redemption request of the indirect shareholder(s) of such Shares executed in the manner and bearing the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Fund, the Trust will pay or cause its duly appointed transfer or shareholder servicing agent promptly to pay to the authorized insurance company the redemption price of the repurchased Shares (other than repurchased Shares subject to the provisions of part (d) of Section 4 of this Agreement) next determined after your receipt of the authorized insurance company's repurchase order. (d) Notwithstanding the provisions of part (c) of Section 4 of this Agreement, repurchase orders received from an authorized insurance company after the latest determination of the Fund’s redemption price on a regular business day will receive that day's latest redemption price if the request to the authorized insurance company by its customer to arrange such repurchase prior to the latest determination of the Fund’s redemption price that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (e) You will make every reasonable effort and take all reasonably available measures to assure the accurate performance of all services to be performed by you hereunder within the requirements of any statute, rule or regulation pertaining to the redemption of shares of a regulated investment company and any requirements set forth in the then current Prospectus and/or SAI of the Trust. You shall correct any error or omission made by you in the performance of your duties hereunder of which you shall have received notice in writing and any necessary substantiating data; and you shall hold a Fund harmless from the effect of any errors or omissions which might cause an over- or under-redemption of a Fund’s Shares and/or an excess or non-payment of dividends, capital gains distributions, or its designee, by delivering other distributions. (f) In the event an authorized authorized insurance company initiating a repurchase order shall fail to make delivery or otherwise settle such order in accordance either with the Executive a written notice of exercise and a check in the amount rules of the Original Purchase Price National Association of Securities Dealers, Inc. or Fair Market Valuea participation agreement to which the Trust is a party and to which the Shares are subject, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, you shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the cancel such repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, mayorder and, at its optionyour account and risk, in addition to all other remedies it may have, deposit hold responsible the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereofauthorized insurance company. In the event such certificates represent more shares that any cancellation of a Share repurchase order or any error in the timing of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder acceptance of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives Share repurchase order shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase result in a timely mannergain or loss to the Trust, you agree promptly to reimburse the Trust for any amount by which any loss shall exceed then-existing gains so arising.

Repurchase of Shares. (a) In the event that the Executive Employee ceases to be employed by the Company or any of its Subsidiaries on a full-time basis for any reason, then all shares of Executive Employee Stock (whether held by the Executive Employee or by one or more of the ExecutiveEmployee's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the the(A) Original Purchase Price of the Executive Employee Stock and (B) Fair Market ValueValue as of the date of repurchase; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, repurchase by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price Fair Market Value as of the Executive Stock and Fair Market Valuedate of repurchase. (b) In the event of Salea Change of Control, then all shares of Executive Employee Stock (whether held by the Executive Employee or by one or more of the ExecutiveEmployee's transferees) which, as of the date of such SaleChange of Control, have not vested become Vested Shares pursuant to Sections 2(a)(ii) and (a)(iii) hereofSection 2, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Change of Control Repurchase Option"; ) for the lower of the Original Purchase Price of the Employee Stock and Fair Market Value as of the date of repurchase. (c) The Non-Vested Change of Control Repurchase Option, together with the Non-Vested Repurchase Option and the Vested Repurchase Option, are referred to collectively as the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueOptions. (c) " The Repurchase Option Options shall be exercised by the Company, or its designee, from time to time, by delivering to the Executive Employee a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Employee Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Employee Stock being repurchased without further action by the Executive Employee or any of his or her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive Employee or his or her transferee fails to deliver the shares of Executive Employee Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Employee or his or her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive Employee cancel on its books the certificates(s) representing such shares of Executive Employee Stock registered in the name of the Executive Employee and all of the ExecutiveEmployee's or his or her transferee's right, title, and interest in and to such shares of Executive Employee Stock shall terminate in all respects. (d) Each holder of Notwithstanding the Executive foregoing, if at any time the Company elects to purchase any Class B Common Stock pursuant to this Section 3, the Company shall promptly return pay the purchase price for the Class B Common Stock it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee to the Company share and (ii) then, by the Company's delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Stock so purchased, duly endorsed; provided that, if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of a promissory note or senior preferred shares of the Executive Stock repurchased pursuant Company with a liquidation preference equal to Sections 3(a) and (b) hereof. In the event such certificates represent more shares balance of the Executive Stock than are required purchase price. The promissory note or senior preferred shares shall accrue interest or yield, as the case may be, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity or upon payment of distributions by the Company. The value of each such senior preferred share shall as of its issuance be deemed to be forfeited, equal (A) the Company shall, without charge, deliver to such holder portion of the Executive Stock a new certificate representing cash payment paid by the issuance of such excesspreferred shares divided by (B) the number of senior preferred shares so issued. Any senior preferred shares or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Executive Employee Stock is repurchased pursuant to this Section 3, the Executive Employee and his or her successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. If at any time the Purchaser's employment with Unicco is terminated for any reason (including, without limitation, voluntary termination, involuntary termination by Unicco with or without cause, or death or disability), the Purchaser shall be required to sell, and Unicco shall be required to purchase, for the purchase price described below, all of the Shares sold to the Purchaser hereunder. The purchase price of the Shares shall be the book value of such shares, determined by Unicco's independent public accountants as of the last day of the month next preceding the month in which the termination of Purchaser's employment with Unicco shall have occurred. The closing of any purchase and sale of Shares required under the provisions of this Section 2 shall be held within a reasonable time, not to exceed sixty (60) days, after the termination of the Purchaser's employment with Unicco. At the closing, Unicco shall make payment for the Shares being purchased by delivering the full amount of the total purchase price in cash or by certified or bank check, and the Purchaser (or his legal representative, in the event of the Purchaser's death) shall deliver to Unicco the certificates for the Shares being sold, free and clear of all liens and encumbrances, together with duly executed stock powers. At the closing, the Purchaser shall repay Unicco, in cash or by certified or bank check, the full principal amount (and all accrued and unpaid interest thereon) of all loans and advances made by Unicco to the Purchaser. Notwithstanding the foregoing provisions, if (a) In Unicco terminates the event that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the ExecutivePurchaser's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) employment without cause and (b) above. Upon delivery Unicco or Stevxx X. Xxxxxxxx, Xxbexx X. Xxxxxxxx, Xxchxxx X. Xxxxxxxx xxx Louix X. Xxxxxxxx (xxe "Existing Stockholders") enter into an agreement within one year after the effective date of the Purchaser's termination of employment in which (i) Unicco agrees to sell all or substantially all of its assets not in the ordinary course of its business or (ii) the Existing Stockholders agree to sell more than 50% of their shares of beneficial interest in Unicco (to persons or entities other than Permitted Transferees, as defined below), the Purchaser shall be entitled to receive a percentage of the consideration received by Unicco from the sale of its assets after satisfaction of all corporate liabilities or received by the Existing Stockholders for the sale of their shares, as the case may be, equivalent to the percentage of the beneficial interest of Unicco previously owned by the Purchaser on the effective date of such notice and payment of termination as reduced by all previous payments made to the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights Purchaser pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsSection. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. 2.1 Subject to clauses 2.5 and 2.6, the Dealer agrees to use its reasonable endeavours during the Execution Period to acquire the Purchased Shares on the LSE or otherwise pursuant to a process to be agreed between the Dealer and the Company, in each case as principal, at a price (whether satisfied in cash or otherwise) per Purchased Share not exceeding the Repurchase Price, for on-sale to the Company under the terms of this Agreement. 2.2 The Company undertakes to credit the Designated Account (and not to withdraw such credit during the Execution Period) with the cash amount (if any) on the date, in each case, as is set out in the Schedule. 2.3 The Company undertakes and agrees that in accordance with the provisions of clause 4 on the Settlement Date or, if more than one, on each Settlement Date: (a) In it shall purchase all of the event Purchased Shares offered by the Dealer to the Company on the relevant Settlement Date, on a principal to principal basis; (b) it shall purchase such Purchased Shares at a price per Purchased Share which is equal to the actual price paid (whether in cash or otherwise) by the Dealer, provided always that such price does not exceed the Executive ceases Repurchase Price, per Purchased Share; (c) it shall pay to be employed the Dealer per Purchased Share, any stamp duty or stamp duty reserve tax paid or payable by the Dealer as a consequence of or in connection with the Dealer acquiring the Purchased Share from any person or the acquisition of the Purchased Share by the Company from the Dealer (together with the amount due under clause 2.3(b), the "Aggregate Repurchase Price"); and (d) it shall pay to the Dealer the Commission. 2.4 The Dealer shall provide the Company with written confirmation of the number of Purchased Shares purchased under the terms of this Agreement on a daily basis or any of its Subsidiaries for any reasonotherwise, then all shares of Executive Stock (whether held in each case as reasonably specified by the Executive or Company. 2.5 In no event shall: (a) the aggregate number of Purchased Shares to be repurchased by one or more the Company under this Agreement (taken together with any other Shares repurchased by the Company pursuant to any other agreement entered into in connection the Resolution whilst this Agreement is in force) exceed the Maximum Amount; (b) the maximum number of Purchased Shares to be purchased by the Executive's transfereesDealer on a Trading Day exceed the Daily Limit, if any; and (c) which as of the date of terminationRepurchase Price be: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by greater than the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market ValueMaximum Price; or (ii) have vested pursuant less than the Minimum Price. 2.6 Without prejudice to Section 2 hereof, will be the Company’s obligations under clauses 2.3 and 4 and subject to repurchasecompliance with MAR and any other applicable laws and regulations, solely in the event that the Executive ceases to be employed by and provided the Company or any of its Subsidiaries as is not in a result of a Termination for CauseProhibited Period, during the Execution Period the Company may, by notice in writing, instruct the CompanyDealer to cease effecting purchases of Purchased Shares and, at its option upon receipt of such notice, the Dealer shall promptly cease making any purchases of Purchased Shares under the terms of this Agreement unless or until the Company notifies the Dealer in writing that it may recommence effecting purchases of Purchased Shares. For the avoidance of any doubt, any such instruction to cease effecting purchases of Purchased Shares shall not require the Dealer to withdraw or amend any open orders. 2.7 The Company agrees that it shall not, directly or indirectly, communicate any inside information (as defined in article 7 of MAR) relating to the "Vested Repurchase Option"), for Shares or the lower of Original Purchase Price Company to any employee of the Executive Stock and Fair Market ValueDealer or its Affiliates at any time while this Agreement is in effect. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more 2.8 Each of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option Company and the Vested Repurchase OptionDealer shall, the "Repurchase Option")insofar as applicable to them acting in their capacities set out herein, for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and ensure at all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock times that it is acting in accordance with the terms hereofof the Resolution, the Companyrelevant provisions of the Act, or its designeethe provisions of the LRs, maythe DTRs, at its optionFSMA, MAR and the Criminal Justice Act 1993 and all other applicable law and regulation (including, without limitation, in addition respect of the service of any notice under clause 2.6). 2.9 The Company confirms, acknowledges and agrees that it shall be solely responsible for complying with all reporting or filing requirements that may apply to all other remedies it may have, deposit the any sale and purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsPurchased Shares under this Agreement. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (ai) In the event that Jamex X. Xxxxxxx, xxe holder of 50% of the Executive issued and outstanding capital stock of the Purchaser, ceases to be employed by the Company or any of its Subsidiaries subsidiaries for any reasonreason (the "Termination"), then all shares of Executive Stock the Shares (whether held by the Executive Purchaser or by one or more of the ExecutivePurchaser's transferees) which as , other than the Company, Fund V or an affiliate of the date of termination: (iCompany or Fund V) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock Company and Fair Market Value (ii) have vested Fund V pursuant to the terms and conditions set forth in this Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option 7(b) (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (cii) In the event of Termination, the purchase price for each Share will be the Fair Market Value for such share. (iii) The Company's board of directors (the "Board") may elect to purchase all or any portion of the Shares by delivering written notice (the "Repurchase Notice") to the holder or holders of the Shares within 90 days after the Termination. The Repurchase Notice will set forth the number of Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (iv) If for any reason the Company does not elect to purchase all of the Shares pursuant to the Repurchase Option, Fund V shall be entitled to exercise the Repurchase Option for the Shares the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after the Termination, the Company shall give written notice (the "Option Notice") to Fund V setting forth the number of Available Shares and the purchase price for the Available Shares. Fund V may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the one-month period set forth above, the Company shall notify each holder of Shares as to the number of Shares being purchased from such holder by Fund V (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Shares, the Company shall also deliver written notice to Fund V setting forth the number of shares Fund V is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (v) The closing of the purchase of the Shares pursuant to the Repurchase Option shall be exercised take place on the date designated by the CompanyCompany in the Repurchase Notice or Supplemental Repurchase Notice, or its designee, by delivering which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or Fund V will pay for the Shares to be purchased pursuant to the Executive a written notice Repurchase Option by delivery of exercise and a check or wire transfer of funds in the aggregate amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described abovefor such shares. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under any bona fide debts owed by the Purchaser to the Company, or its designee, shall become . The Company and Fund V will be entitled to receive representations and warranties from the legal sellers as to their title to the Shares being sold and beneficial owner to require all sellers' signatures be guaranteed. (vi) The right of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, Company and the Company, or its designee, shall have the right Investor to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights Shares pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s7(b) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsupon the occurrence of a Public Offering. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Buyer ceases to be employed by CSK for any reason prior to an Initial Public Offering or an Approved Sale, the Company, during the sixty (60) days following the Termination Date (the "Repurchase Period"), shall have a one-time right to purchase all, but not less than all, of the Shares. The purchase price for each Share shall equal Fair Market Value, or, if the Buyer resigns without Good Reason prior to the third anniversary of the Effective Date or is terminated for Cause at any time, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase the Shares, it shall notify the Buyer at or any before the end of its Subsidiaries for any reason, then all shares the Repurchase Period of Executive Stock (whether held such election and the purchase price shall be paid in cash at a time set by the Executive or by one or more Company (the "Repurchase Date") within thirty (30) days after the end of the ExecutiveRepurchase Period, provided that the Buyer has presented to the Company a stock certificate evidencing the Shares duly endorsed for transfer (the "Endorsed Certificate"). Notwithstanding the Buyer's transferees) which as of failure to deliver the date of termination: Endorsed Certificate, the Shares represented thereby shall be deemed to have been purchased upon (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase the payment by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower Company of the Original Purchase Price of purchase price to the Executive Stock and Fair Market Value Buyer or his or her permitted transferee or (ii) have vested pursuant notice to Section 2 hereof, will be subject to repurchase, solely in the event Buyer or such permitted transferee that the Executive ceases Company is holding the purchase price for the account of the Buyer or such permitted transferee, and upon such payment or notice the Buyer and such permitted transferee will have no further rights in or to be employed by such Shares. If the Company or any does not elect to purchase the Shares, the restrictions on transfer thereof contained in Section 3 of its Subsidiaries as a result this Agreement shall terminate and be of a Termination for Cause, by no further force and effect following the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market ValuePeriod. (b) In If the event of Sale, then all shares of Executive Stock (whether held by the Executive Termination Date occurs on or by one or more of the Executive's transferees) which, as of prior to the date of such Salesix months after the Effective Date, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, Fair Market Value will be subject equal to repurchase Cost, plus interest for the period from the Closing Date until the Termination Date calculated at the prime rate of interest in effect from time to time during such period as reported in The Wall Street Journal. If the Termination Date occurs subsequent to the date six months after the Effective Date, Fair Market Value shall be determined in good faith by the Company's Board of Directors. If the Board determination is challenged by Buyer, at its option a mutually acceptable investment banker or appraiser shall establish the Fair Market Value. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority discount or lack of liquidity of the "Non-Vested Sale Repurchase Option"; Shares). The investment banker's or appraiser's determination shall be conclusive and together binding on the Company and Buyer. The Company shall bear all costs incurred in connection with the Non-Vested Repurchase Option services of such investment banker or appraiser unless the Fair Market Value established by such investment banker or appraiser is (i) less than or equal to 110% of the Board of Directors' determination, in which case Buyer shall promptly pay or reimburse the Company for such costs or (ii) greater than 110% but less than 130% of the Board of Directors' determination, in which case Buyer shall promptly pay or reimburse the Company for 50% of such costs. If Buyer and the Vested Repurchase OptionCompany cannot agree upon an investment banker or appraiser, they shall each choose an investment banker or appraiser and those two shall choose a third investment banker or appraiser who shall establish the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. The Company shall not, and shall not permit any of its Affiliates to, directly or indirectly, make any payment on account of, or set apart for payment, money or other property for a sinking or other similar fund for the purchase, redemption, retirement or other acquisition for value of, or redeem, purchase, retire or otherwise acquire for value or incur any other liability in respect of (each, a "Repurchase") any Common Shares or Series C Preferred Shares unless, on the date of a proposed Repurchase, (a) In all accrued and unpaid - dividends on the event that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reasonSeries A Preferred Shares shall have been paid in full, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale- there are no Series B Preferred Shares outstanding, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The in the case of a - Repurchase Option of Class B Common Shares or Options, the Company shall be exercised by have made a pro rata offer to Repurchase (and shall have funds legally available to complete such Repurchase) on such date all outstanding Series A Preferred Shares and Conversion Common at the Companysame price and terms of such Repurchase (in the Shareholder Rights Agreement ---------------------------- case of Series A Preferred Shares, as if each such Share were converted into Class B Common Shares on such date at the Conversion Rate that would apply were such date a Conversion Notice Date), provided that (x) prior to the Final -------- - Dividend Date, or its designee, by delivering to (y) on and after the Executive a written notice Final Dividend Date if the requirements - of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(asubclauses (a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeitedmet, the Company shallmay, without chargefree of any obligation imposed by this section 3.4, deliver upon 15 Business Days written notice thereof to the holders of any outstanding Series A Preferred Shares, effect a Repurchase of Common Shares then held by (i) any employee or former employee of the Federated - Group who was not at any time a member of the Management Circle (or any relative within the third degree of such employee or former employee), or (ii) any member -- of the Management Circle as provided in section 5.2 of the Cash Subscription Agreement and section 5.2 of the Stock Subscription Agreement, in each case other than pursuant to a general offer to such holder of the Executive Stock a new certificate representing such excessPersons to so Repurchase. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive ceases to be employed by Executive's employment with the Company or any of its Subsidiaries is terminated for any whatever reason, then the Company or its designee shall have the right (but not the obligation) to repurchase from (i) the Executive, (ii) each member of his Family Group, (iii) his Permitted Transferees (as defined in the Stockholders' Agreement) and (iv) any investment vehicle owning shares attributable to the Executive or through which the Executive otherwise owns, or has a beneficial interest in, Shares (all shares of the persons referred to in the foregoing clauses (i), (ii) (iii) and (iv) hereinafter collectively referred to as the "Executive Stock (whether held Group") all or any part of the Shares owned by the Executive Group. (b) The repurchase right of the Company or its designee under this Section 6 may be exercised by written notice on one or more occasion (the "Repurchase Notice"), specifying the number of Shares to be repurchased, and given to the Executive within 120 days of the Termination Date (or, if the Company shall not have assigned its rights under this Section 6 and shall be legally (c) In the event of the Executive's transferees(w) Resignation for Good Reason, (x) death, (y) Disability or (z) Retirement, the Executive, or his estate, as applicable shall have the right (but not the obligation) to cause the Company to repurchase all (but not less than all) of the Shares owned by the Executive Group; provided, however, that the Executive, or his estate, as applicable, provides the Company with prior written notice (the "Put Notice") of an intent to exercise the rights hereunder and such notice is delivered to the Company not later than 120 days after the Termination Date, or, in the event of the Executive's death or the Executive's Disability resulting in legal incapacity, not later than 120 days after an executor or other legally empowered representative has been appointed to administer the Executive's estate or affairs. The Company's obligation to repurchase Shares under this Section 6(c) shall be subject to any financing or other restrictive covenants to which the Company is subject at the time of the proposed repurchase. (d) The price per Share to be paid under this Section 6 shall be the Fair Market Value of as of the date last day of termination:the calendar month ending on or immediately before the Termination Date. The purchase price to be paid for any repurchase of Shares pursuant to this Section 6 shall be paid in cash. (e) The purchasers of any Shares pursuant to this Section 6 will be entitled to require all of the sellers of Shares to provide representations and warranties from each such seller regarding (i) have not vested pursuant such seller's power, authority and legal capacity to Section 2 hereofenter into such sale and to transfer valid right, will be subject to repurchase by the Companytitle and interest in such Shares, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested such seller's ownership of such Shares and the absence of any liens, pledges, and other encumbrances on such Shares and (iii) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to Section 2 hereof, will be subject to repurchase, solely in which such seller or the event that assets of such seller are bound as the Executive ceases to be employed by result of such sale. (f) Should the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee designees elect to exercise the repurchase rights pursuant to this Section 3 6 and the Executive or his transferee any seller fails to deliver the shares of Executive Stock such Shares in accordance with the terms hereof, the Company, or its designee, purchaser of such Shares hereunder may, at its option, in addition to all other remedies it may have, deposit the purchase repurchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee such seller in accordance herewith), whereupon the Company shall by written notice to the Executive such seller (i) cancel on its books the certificates(s) representing such shares of Executive Stock Shares registered in the name of such seller and (ii) issue to the Executive purchaser, in lieu thereof, new certificate(s) representing such Shares registered in the purchaser's name, and all of the Executive's or his transfereeseller's right, title, and interest in and to such shares of Executive Stock Shares shall terminate in all respects. (dg) Each holder Notwithstanding anything to the contrary contained herein, as used in this Section 6 only, "Shares" shall not include any Shares ("Excluded Shares") which have been issued pursuant to the terms of the Executive Restricted Stock shall promptly return to Agreement and which have not been released from the Company share certificates representing shares of Repurchase Option (as defined in the Executive Restricted Stock repurchased pursuant to Sections 3(a) and (b) hereofAgreement). In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the The Company's expense) all steps necessary and desirable right to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely mannerpurchase the Excluded Shares shall be governed by the Restricted Stock Agreement.

Repurchase of Shares. (a) Purchase Option in the Event of Termination by Employer Other than ------------------------------------------------------------------ for Cause. In the event that the Executive ceases Purchaser's employment under his Employment --------- Agreement with dated as of (the "Employment Agreement") shall be terminated by "without cause" pursuant to be employed subsection 8.1 thereof, (i) the Company shall have the option, exercisable in its sole discretion, to purchase all or any portion of the Purchased Shares at a purchase price equal to the Fair Market Value of such Shares, and (ii) Purchaser shall have the option to cause the Company to purchase (to the extent the same are not the subject of an election by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: pursuant to clause (i) have not vested pursuant above), at a purchase price equal to Section 2 hereofthe Fair Market Value thereof, will be subject to repurchase that number of Purchased Shares the Fair Market Value of which in the aggregate equals the Cost of the Purchased Shares owned by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of Purchaser on the date of such Saletermination, have it being understood that the remaining Purchased Shares (to the extent the same are not vested pursuant subject to Sections 2(a)(iiclauses (i) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (bii) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, ) shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (continue to be held for by the benefit of Purchaser and payment over subject to the Executive or his transferee in accordance herewith), whereupon Shareholders' Agreement. The option of the Company set forth in clause (i) of this subsection 6(a) shall be exercisable by the Company by written notice to the Executive cancel on its books Purchaser, given at any time within thirty (30) days after the certificates(s) representing such shares date of Executive Stock registered in the name termination of the Executive Purchaser's employment under his Employment Agreement as contemplated above, specifying the Shares to be acquired by the Company and, at the closing of the purchase by the Company of such Shares, the purchase price therefor shall be paid by the Company in cash. The option of the Purchaser set forth in clause (ii) of this subsection 6(a) shall be exercisable by written notice to the Company, given at any time within sixty (60) days but not earlier than thirty (30) days after the date of termination of the Purchaser's employment under his Employment Agreement, specifying the Shares to be acquired by the Company and, at the closing of the purchase by the Company of such Shares, the purchase price therefor shall be paid by the Company in cash. If the option set forth in this subsection 6(a) which contemplates that the Company shall purchase Shares shall be exercised, the Company shall be required to purchase and shall purchase all of the Executive's Shares specified in the applicable notice or his transferee's right, title, and interest in and to such shares notices of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (exercise at the Company's expense) all steps necessary time and desirable to obtain all required third-party, governmental upon the terms and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase conditions set forth in a timely mannersubsection 6(e).

Repurchase of Shares. (a) In the event that the an Executive ceases to be employed by the Company or any of its Subsidiaries subsidiaries for any reasonreason (the "Termination"), then all shares of the Shares purchased by such Executive Stock hereunder (the "Repurchased Shares") (whether held by the such Executive or by one or more of such Person's permitted transferees, other than the Executive's transferees) which as Company, GTCR or an affiliate of the date of termination: (iCompany or GTCR) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock Company and Fair Market Value (ii) have vested GTCR pursuant to the terms and conditions set forth in this Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option 3 (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"); provided that with respect to the Shares purchased hereunder by the Founders, a "Termination" shall be deemed to have occurred only if either Founder breaches his or her obligations under the Noncompetition Agreement, in which case the "Repurchased Shares" shall be the Shares purchased hereunder by both Founders (whether held by either or them or one or more of their permitted transferees, other than the Company, GTCR or an affiliate of the Company or GTCR). (b) Upon exercise of the Repurchase Option, the purchase price for the lower Repurchased Shares shall be as follows: (i) in the case of each Executive other than the Founders, (A) if the Termination occurs on or prior to the fifth anniversary of the date hereof, then the purchase price for each Repurchased Share shall be the Original Cost for such share, and (B) if the Termination occurs after the fifth anniversary of the date hereof, then the purchase price for each Repurchased Share shall be the greater of the Original Purchase Price Cost or Fair Market Value for such share; and (ii) in the case of the Executive Stock and Fair Market ValueFounders, the purchase price for each Repurchased Share shall be the Original Cost for such share. (c) The Repurchase Option shall be exercised by Company's board of directors (the Company, "Board") may elect to purchase all or its designee, any portion of the Repurchased Shares by delivering written notice (the "Repurchase Notice") to the Executive a written notice of exercise and a check in the amount holder or holders of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) aboveRepurchased Shares within 90 days after the Termination. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name The Repurchase Notice will set forth the number of Repurchased Shares to be acquired from each holder, the aggregate consideration to be paid for such shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held time and place for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name closing of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectstransaction. (d) Each holder If for any reason the Company does not elect to purchase all of the Executive Stock Repurchased Shares pursuant to the Repurchase Option, GTCR shall promptly return be entitled to exercise the Repurchase Option for the Repurchased Shares the Company has not elected to purchase (the "Avail- able Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after the Termination, the Company shall give written notice (the "Option Notice") to GTCR setting forth the number of Available Shares and the purchase price for the Available Shares. GTCR may elect to purchase any or all of the Available Shares by giving written notice to the Company share certificates representing shares within one month after the Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeitedone-month period set forth above, the Company shall, without charge, deliver shall notify each holder of Repurchased Shares as to the number of Repurchased Shares being purchased from such holder by GTCR (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Repurchased Shares, the Company shall also deliver written notice to GTCR setting forth the number of shares GTCR is entitled to purchase, the aggregate purchase price and the time and place of the Executive Stock a new certificate representing such excessclosing of the transaction. (e) In The closing of the event that Executive Stock is repurchased purchase of the Repurchased Shares pursuant to this Section 3the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or GTCR will pay for the Repurchased Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. With respect to any purchase of Repurchased Shares on or prior to the fifth anniversary of the date hereof from an Executive (other than the Founders), (i) a fraction of the purchase price for the Repurchased Shares will be paid to the holders of the Repurchased Shares, the Executive numerator of which is the number of days which elapsed between the date hereof and his successorsthe date of the Termination, assigns or Representatives shall take and the denominator of which is 1,825, and (at ii) the balance of the purchase price for the Repurchased Shares will be paid to the Founders (50% to each Founder). In all other cases, the purchase price for the Repurchased Shares will be paid to the holders of such shares. In any event, the Company may pay the purchase price for such shares by offsetting amounts outstanding under any bona fide debts owed by the holder of such Repurchased Shares to the Company's expense) . The Company and GTCR will be entitled to receive representations and warranties from the sellers as to their title to the Repurchased Shares being sold and to require all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely mannersellers' signatures be guaranteed.

Repurchase of Shares. Until the cancellation under paragraph five of the Repurchase Right described in this paragraph, Nordic shall sell to Dynatec, and Dynatec shall buy, any or all of the Repurchase Shares, first out of the Registered Shares (a) and when such shares have been purchased hereunder or transferred to third parties by Nordic), then out of the Unregistered Shares. The purchase price for the Repurchase Shares shall be $2.50 per share. However, Dynatec shall have no obligation to purchase any shares unless there are sufficient funds in the Sinking Fund referred to in paragraph three above to purchase the Repurchase Shares. In the event that the Executive ceases to be employed by the Company or Nordic transfers any of its Subsidiaries for the Repurchase Shares to any reasonother person or entity, then all shares of Executive Stock (whether held by no Repurchase Right will remain attached to such shares. It is the Executive or by one or more intention of the Executive's transfereesparties that only Nordic and Dynatec may exercise the rights provided herein, and that Dynatec may not repurchase shares from any transferee of Nordic. The first repurchase of shares shall take place on the first business day six (6) which months after the execution of this Agreement. Subsequent repurchases shall take place on the first business day each three months thereafter, until such time as Nordic no longer owns any of the date Repurchase Shares. Each day on which a repurchase shall take place shall be known as a "Repurchase Date". On the first Repurchase date, Dynatec may not purchase more than 125,000 of termination: the Repurchase Shares. On the second Repurchase date, the total of Dynatec's purchases on the first and second Repurchase Dates may not exceed 125,000 of the Repurchase Shares. Not less than thirty (i30) have not vested pursuant days prior to Section 2 hereofa Repurchase Date, Dynatec will be subject to repurchase by the Company, at its option give written notice (the "Non-Vested Repurchase OptionNotice"), for the lower ) to Nordic of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of cash then on hand in the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related theretoSinking Fund, and the Company, or its designee, shall have the right to transfer to its own name compute the number of shares which will be purchased on the Repurchase Date based upon the amount of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered funds referenced in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsnotice. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In connection with the event that repurchase of Shares, you are appointed and shall act as Agent of the Executive ceases Trust. You are authorized, for so long as you act as General Distributor of the Fund, to be employed by the Company repurchase, from authorized insurance companies, certificated or any of its Subsidiaries for any reason, then all uncertificated shares of Executive Stock the Fund (whether held by "Shares") on the Executive or by one or more basis of orders received from each authorized insurance company with which you have a participation agreement for the Executive's transferees) which as sale of Shares and permitting resales of Shares to you, provided that such authorized insurance company, at the date time of termination: placing such resale order, shall represent (i) if such Shares are represented by certificate(s), that certificate(s) for the Shares to be repurchased have not vested pursuant been delivered to Section 2 hereof, will be subject to repurchase it by the Company, at its option (the "Non-Vested Repurchase Option"), indirect shareholder(s) with a request for the lower redemption of such Shares executed in the Original Purchase Price of manner and with the Executive Stock and Fair Market Value signature guarantee required by the then current effective prospectus and/or SAI, or (ii) have vested pursuant if such Shares are uncertificated, that the indirect shareholder(s) has delivered to Section 2 hereof, will be subject to repurchase, solely the authorized insurance company a request for the redemption of such Shares executed in the event that manner and with the Executive ceases to be employed signature guarantee required by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price then current policies and procedures of the Executive Stock and Fair Market ValueTransfer Agent of the Fund. (b) In You shall (a) have the event right in your discretion to accept or reject orders for the repurchase of SaleShares; (b) promptly transmit confirmations of accepted repurchase orders (which may be netted against corresponding redemption orders); and (c) transmit a copy of such confirmation to the Trust, then all shares of Executive Stock (whether held by the Executive or, if so directed, to any duly appointed transfer or by one or more shareholder servicing agent of the Executive's transferees) whichTrust. In your discretion, as you may accept repurchase requests made by a financially responsible authorized insurance company which provides you with indemnification in form satisfactory to you in consideration of your acceptance of such request in lieu of the date written redemption request of the owner of the account; you agree that the Trust shall be a third party beneficiary of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Valueindemnification. (c) The Repurchase Option shall be exercised Upon receipt by the CompanyTrust or its duly appointed transfer or shareholder servicing agent of any certificate(s) (if any has been issued) for repurchased Shares and a written redemption request of the indirect shareholder(s) of such Shares executed in the manner and bearing the signature guarantee required by the then current policies and procedures of the Transfer Agent of the Fund, the Trust will pay or cause its duly appointed transfer or shareholder servicing agent promptly to pay to the authorized insurance company the redemption price of the repurchased Shares (other than repurchased Shares subject to the provisions of part (d) of Section 4 of this Agreement) next determined after your receipt of the authorized insurance company's repurchase order. (d) Notwithstanding the provisions of part (c) of Section 4 of this Agreement, repurchase orders received from an authorized insurance company after the latest determination of the Fund's redemption price on a regular business day will receive that day's latest redemption price if the request to the authorized insurance company by its customer to arrange such repurchase prior to the latest determination of the Fund's redemption price that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (e) You will make every reasonable effort and take all reasonably available measures to assure the accurate performance of all services to be performed by you hereunder within the requirements of any statute, rule or regulation pertaining to the redemption of shares of a regulated investment company and any requirements set forth in the then current Prospectus and/or SAI of the Trust. You shall correct any error or omission made by you in the performance of your duties hereunder of which you shall have received notice in writing and any necessary substantiating data; and you shall hold a Fund harmless from the effect of any errors or omissions which might cause an over- or under-redemption of a Fund's Shares and/or an excess or non-payment of dividends, capital gains distributions, or its designee, by delivering other distributions. (f) In the event an authorized authorized insurance company initiating a repurchase order shall fail to make delivery or otherwise settle such order in accordance either with the Executive a written notice of exercise and a check in the amount rules of the Original Purchase Price National Association of Securities Dealers, Inc. or Fair Market Valuea participation agreement to which the Trust is a party and to which the Shares are subject, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, you shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the cancel such repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, mayorder and, at its optionyour account and risk, in addition to all other remedies it may have, deposit hold responsible the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereofauthorized insurance company. In the event such certificates represent more shares that any cancellation of a Share repurchase order or any error in the timing of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder acceptance of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives Share repurchase order shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase result in a timely mannergain or loss to the Trust, you agree promptly to reimburse the Trust for any amount by which any loss shall exceed then-existing gains so arising.

Repurchase of Shares. (a) In Subject to Section 4(b), in the event that the Executive Grantee ceases to be employed by the Company or any of its Subsidiaries for any reasona Subsidiary prior to an Initial Public Offering or an Approved Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option during the sixty (60) day period following Grantee's Termination Date (the "Non-Vested Repurchase OptionPeriod"), shall have a right to purchase the Vested Shares (the "Repurchase Right"). This Repurchase Right shall be freely assignable by the Company to an Affiliate of the Company or to Investcorp Bank E.C. and its Affiliates or any other entity with whom Investcorp Bank E.C. or any Affiliate thereof has an administrative relationship. The purchase price for each Vested Share shall equal the Fair Market Value, or, if the Company or a Subsidiary terminates Grantee for Cause, the lower of the Original Purchase Designated Price of the Executive Stock and Fair Market Value . If the Company elects to purchase (or permits a designated assignee to purchase) the Vested Shares, it shall notify Grantee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company within thirty (30) days after the end of the Repurchase Period, provided that Grantee has executed the transfer documents required under applicable law. If Grantee fails to execute the required transfer documents, the Vested Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to Grantee or his Permitted Transferee or (ii) have vested pursuant notice to Section 2 hereof, will be subject to repurchase, solely in the event Grantee or such Permitted Transferee that the Executive ceases Company is holding the purchase price for the account of Grantee or such Permitted Transferee, and upon such payment or notice Grantee and such Permitted Transferee will have no further rights in or to be employed by such Shares. If the Company or any does not purchase the Vested Shares, the restrictions on transfer thereof contained in Section 3 of its Subsidiaries as a result this Agreement shall terminate and be of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock no further force and Fair Market Valueeffect. (b) In the event that, on the Termination Date, Grantee owns Vested Shares which have been vested for less than six (6) months, the sixty (60) day Repurchase Period for such Vested Shares will not commence on the Termination Date but rather will commence on the first date on which all such Vested Shares have been owned by Grantee for six (6) months. (c) The Fair Market Value of Sale, then all shares of Executive Stock (whether held Vested Shares to be repurchased by the Executive Company or its designated assignee, as applicable, pursuant to Section 4 shall be determined in good faith by one the Board of Directors (or more a committee thereof appointed by the Board of Directors) (the "Board"). The Board shall make its determination of Fair Market Value annually (the "Annual Valuation") within thirty (30) days following the completion of the ExecutiveCompany's transferees) whichaudited financial statements for the year then completed and such determination shall remain in effect until the Board makes the next Annual Valuation. Notwithstanding the foregoing, if the Board or an investment banker or appraiser appointed by the Company makes a determination of Fair Market Value subsequent to an Annual Valuation, such subsequent determination shall supersede the Annual Valuation then in effect and shall establish the Fair Market Value until the next Annual Valuation. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority interest or lack of liquidity of the Vested Shares or similar discount). If such determination of the Fair Market Value is challenged by Grantee, a mutually acceptable investment banker or appraiser shall establish the Fair Market Value as of the date of such Salevaluation referenced in the Annual Valuation or a subsequent determination. The investment banker's or appraiser's determination shall be conclusive and binding on the Company and Grantee. Upon request by Grantee, have not vested pursuant the Company shall make available to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase Grantee a description of the methodology employed by the Companyinvestment banker or appraiser in making the determination of Fair Market Value, at its option (which description shall include, to the "Non-Vested Sale Repurchase Option"; extent relevant, a listing of companies used in comparing market and together transaction valuations, the range of multiples applied, and the terminal valuation, discount factor and multiples used in any discounted cash flow analysis. The Company shall bear all costs incurred in connection with the Non-Vested Repurchase Option services of such investment banker or appraiser unless (i) the Fair Market Value established by such investment banker or appraiser is less than or equal to 120% but more than 110% of the determination challenged by Grantee, in which case Grantee shall promptly pay or reimburse the Company fifty percent (50%) for such costs, or (ii) the Fair Market Value established by such investment banker or appraiser is equal to or less than 110% of the determination challenged by Grantee, in which case Grantee shall promptly pay or reimburse the Company for one hundred percent (100%) of such costs. If Grantee and the Vested Repurchase OptionCompany cannot agree upon an investment banker or appraiser, they shall each choose an investment banker or appraiser and the "Repurchase Option"), for two shall choose a third investment banker or appraiser who shall establish the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (cd) The Repurchase Option Grantee shall not be exercised considered to have ceased to be employed by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect a Subsidiary for purposes of this Agreement if he or she continues to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock be employed by any company in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that a Purchaser (i) in the Executive case of O'Neil, Sorsxx xx Cox, ceases to be employed by the Company or any of its Subsidiaries subsidiaries for any reason, then all shares or (ii) in the case of Executive Stock Swinbank or Poarxx, xxterially breaches the terms or conditions of the Noncompetition Agreement, dated as of the date hereof, between NES and such Purchaser (the "Noncompetition Agreement"), and such breach remains uncured for a period of 10 days following delivery of a notice by NES or the Company to such Purchaser notifying such Purchaser of the breach (each of the events described in clauses (i) or (ii) above are referred to herein as a "Termination"), the Shares purchased by such Purchaser hereunder (the "Repurchased Shares") (whether held by the Executive such Purchaser or by one or more of such Person's permitted transferees, other than the Executive's transferees) which as Company, GTCR or an affiliate of the date of termination: (iCompany or GTCR) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option Company and GTCR pursuant to the terms and conditions set forth in this Section 5 (the "Non-Vested Repurchase Option"). In the event of a Termination, the purchase price for each Repurchased Share will be the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination Value for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Valuesuch share. (b) In the event of Salea Termination, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option 's board of directors (the "Non-Vested Sale Repurchase OptionBoard"; and together with ) may elect to purchase all or any portion of the Non-Vested Repurchase Option and the Vested Repurchase Option, Repurchased Shares by delivering written notice (the "Repurchase OptionNotice")) to the holder or holders of the Repurchased Shares within 90 days after such Termination. The Repurchase Notice will set forth the number of Repurchased Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the lower closing of the Original Purchase Price of the Executive Stock and Fair Market Valuetransaction. (c) The In the event of a Termination, if for any reason the Company does not elect to purchase all of the Repurchased Shares pursuant to the Repurchase Option, GTCR shall be entitled to exercise the Repurchase Option for the Repurchased Shares the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after such Termination, the Company shall be exercised give written notice (the "Option Notice") to GTCR setting forth the number of Available Shares and the purchase price for the Available Shares. GTCR may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. As soon as practicable, or its designee, by delivering to and in any event within ten days after the Executive a written notice of exercise and a check in the amount expiration of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described one-month period set forth above, the CompanyCompany shall notify each holder of Repurchased Shares as to the number of Repurchased Shares being purchased from such holder by GTCR (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Repurchased Shares, or its designee, the Company shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right also deliver written notice to transfer to its own name GTCR setting forth the number of shares of Executive Stock being repurchased without further action by GTCR is entitled to purchase, the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 aggregate purchase price and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of time and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name place of the Executive and all closing of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectstransaction. (d) Each holder The closing of the Executive Stock shall promptly return purchase of the Repurchased Shares pursuant to the Repurchase Option shall take place on the date designated by the Company share certificates representing shares in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the Executive Stock repurchased later of either such notice to be delivered. The Company and/or GTCR will pay for the Repurchased Shares to be purchased pursuant to Sections 3(a) and (b) hereofthe Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. In the event such certificates represent more shares of the Executive Stock than are required to be forfeitedaddition, the Company shall, without charge, deliver to may pay the purchase price for such shares by offsetting amounts outstanding under any bona fide debts owed by the holder of such Repurchased Shares to the Executive Stock a new certificate representing such excessCompany. The Company and GTCR will be entitled to receive representations and warranties from the sellers as to their title to the Repurchased Shares being sold and to require all sellers' signatures be guaranteed. (e) In The right of the event that Executive Stock is repurchased Company and GTCR to repurchase Shares pursuant to this Section 3, 5 shall terminate upon the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation occurrence of such repurchase in a timely mannerPublic Offering.

Repurchase of Shares. (a) In If the event that the Executive ceases to be employed Purchaser's employment by the Company is terminated prior to the earlier of an Initial Public Offering or any of its Subsidiaries Approved Sale for any reason, then all shares of Executive Stock Holdings, during the sixty (whether held by 60) days following the Executive or by one or more of the Executive's transferees) which as of the date of termination: Termination Date (i) have not vested pursuant subject to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"3(e), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase OptionPeriod"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name ----------------- purchase all, but not less than all, of the number of shares of Executive Stock being repurchased without further action Shares which have been beneficially owned by the Executive Purchaser (the "Repurchase Right"). The purchase price for each ---------------- Share shall be determined in accordance with Exhibit 2 hereto. If Holdings elects to purchase the Shares, it shall notify the Purchaser at or any before the end of his transfereesthe Repurchase Period of such election and the purchase price shall be paid in cash at a time set by Holdings within 30 days after the end of the Repurchase Period, provided that the Purchaser has presented to Holdings a stock certificate evidencing the Shares duly endorsed for transfer (the "Endorsed -------- Certificate"). If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee Purchaser fails to deliver the shares of Executive Stock in accordance with the terms hereofEndorsed Certificate, the Company, or its designee, may, at its option, in addition ----------- Shares represented thereby shall be deemed to all other remedies it may have, deposit have been purchased upon (i) the payment by Holdings of the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive Purchaser or his transferee in accordance herewith), whereupon the Company shall by written Purchaser's Permitted Transferee or (ii) notice to the Executive cancel on Purchaser or such Permitted Transferee that Holdings is holding the purchase price for the account of the Purchaser or such Permitted Transferee, and upon such payment or notice the Purchaser and such Permitted Transferee will have no further rights in or to such Shares. Holdings may assign its books rights to the certificates(s) representing such shares of Executive Stock registered Stockholders under the Stockholders Agreement in the name of manner contemplated by Section __ thereof. If the Executive and all of Shares are not purchased pursuant to Section 3(a) or 3(b), the Executive's or his transferee's right, title, and interest restrictions on transfer thereof contained in and to such shares of Executive Stock this Agreement shall terminate and be of no further force and effect. Upon the earlier of an Initial Public Offering or Approved Sale, the rights contained in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and 3(b) of this Agreement shall terminate and be of no further force and effect. (b) hereof. In If the event such certificates represent more shares of the Executive Stock than are required to be forfeited, Purchaser's employment by the Company shallis terminated prior to the earlier of an Initial Public Offering or an Approved Sale (i) by the Company without Cause; (ii) due to the Purchaser's Retirement, without chargedeath or Disability or departure ; (iii) by the Purchaser for any reason after December 31, deliver 2001 or prior to such holder date due to personal hardship as determined by the Board of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation Directors of such repurchase in a timely manner.Holdings or

Repurchase of Shares. (a) In the event that the Executive ceases to be employed by Executive's employment with the Company or any of its Subsidiaries is terminated for any whatever reason, then the Company or its designee shall have the right (but not the obligation) to repurchase from (i) the Executive, (ii) each member of his Family Group, (iii) his Permitted Transferees (as defined in the Stockholders' Agreement) and (iv) Sorexxxx Xxxital, LLC, or any other investment vehicle owning shares attributable to the Executive or through which the Executive otherwise owns, or has a beneficial interest in, Shares (all shares of the persons referred to in the foregoing clauses (i), (ii) (iii) and (iv) hereinafter collectively referred to as the "Executive Stock (whether held Group") all or any part of the Shares owned by the Executive Group. (b) The repurchase right of the Company or its designee under this Section 6 may be exercised by written notice on one occasion (the "Repurchase Notice"), specifying the number of Shares to be repurchased, and given to the Executive within 120 days of the Termination Date (or, if the Company shall not have assigned its rights under this Section 6 and shall be legally prevented (whether by contract or more statutorily) from making such repurchase during the foregoing 120-day period, then the Repurchase Notice may be delivered by the Company within forty-five (45) days after the date on which it shall be legally permitted to make such repurchase), but in no event shall the Company be permitted to make such election after the third anniversary of the Termination Date. Upon the delivery of a Repurchase Notice to the Executive, each member of the Executive Group shall be obligated to sell or cause to be sold to the Company or its designee the Shares specified in such Repurchase Notice. (c) In the event of the Executive's transferees(w) Resignation for Good Reason, (x) death, (y) Disability or (z) Retirement, the Executive, or his estate, as applicable shall have the right (but not the obligation) to cause the Company to repurchase all (but not less than all) of the Shares owned by the Executive Group; provided, however, that the Executive, or his estate, as applicable, provides the Company with prior written notice (the "Put Notice") of an intent to exercise the rights hereunder and such notice is delivered to the Company not later than 120 days after the Termination Date, or, in the event of the Executive's death or the Executive's Disability resulting in legal incapacity, not later than 120 days after an executor or other legally empowered representative has been appointed to administer the Executive's estate or affairs. The Company's obligation to repurchase Shares under this Section 6(c) shall be subject to any financing or other restrictive covenants to which the Company is subject at the time of the proposed repurchase. (d) The price per Share to be paid under this Section 6 shall be the Fair Market Value of as of the date last day of termination:the calendar month ending on or immediately before the Termination Date. The purchase price to be paid for any repurchase of Shares pursuant to this Section 6 shall be paid in cash. (e) The purchasers of any Shares pursuant to this Section 6 will be entitled to require all of the sellers of Shares to provide representations and warranties from each such seller regarding (i) have not vested pursuant such seller's power, authority and legal capacity to Section 2 hereofenter into such sale and to transfer valid right, will be subject to repurchase by the Companytitle and interest in such Shares, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested such seller's ownership of such Shares and the absence of any liens, pledges, and other encumbrances on such Shares and (iii) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to Section 2 hereof, will be subject to repurchase, solely in which such seller or the event that assets of such seller are bound as the Executive ceases to be employed by result of such sale. (f) Should the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee designees elect to exercise the repurchase rights pursuant to this Section 3 6 and the Executive or his transferee any seller fails to deliver the shares of Executive Stock such Shares in accordance with the terms hereof, the Company, or its designee, purchaser of such Shares hereunder may, at its option, in addition to all other remedies it may have, deposit the purchase repurchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee such seller in accordance herewith), whereupon the Company shall by written notice to the Executive such seller (i) cancel on its books the certificates(s) representing such shares of Executive Stock Shares registered in the name of such seller and (ii) issue to the Executive purchaser, in lieu thereof, new certificate(s) representing such Shares registered in the purchaser's name, and all of the Executive's or his transfereeseller's right, title, and interest in and to such shares of Executive Stock Shares shall terminate in all respects. (dg) Each holder Notwithstanding anything to the contrary contained herein, as used in this Section 6 only, "Shares" shall not include any Shares ("Excluded Shares") which have been issued pursuant to the terms of the Executive Restricted Stock shall promptly return to Agreement and which have not been released from the Company share certificates representing shares of Repurchase Option (as defined in the Executive Restricted Stock repurchased pursuant to Sections 3(a) and (b) hereofAgreement). In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the The Company's expense) all steps necessary and desirable right to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely mannerpurchase the Excluded Shares shall be governed by the Restricted Stock Agreement.

Repurchase of Shares. (a) In the event that the Executive Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering, Stepup, during the sixty (60) days following the Termination Date (the "Repurchase Period"), shall have a one-time right to purchase all, but not less than all, of the Shares. The purchase price for each Share shall equal Fair Market Value, or, if Buyer resigns without Good Reason prior to January 1, 2001 or is terminated for Cause at any time, the lower of its Subsidiaries Fair Market Value or Cost. If Stepup elects to purchase the Shares, it shall notify Buyer at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by Stepup (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that Buyer has presented to Stepup a stock certificate evidencing the Shares duly endorsed for transfer (the "Endorsed Certificate"). If Buyer fails to deliver the Endorsed Certificate, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by Stepup of the purchase price to Buyer or his or her permitted transferee or (ii) notice to Buyer or such permitted transferee that Stepup is holding the purchase price for the account of Buyer or such permitted transferee, and upon such payment or notice Buyer and such permitted transferee will have no further rights in or to such Shares. If Stepup does not purchase the Shares, the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect. (b) If Buyer's employment by the Company is terminated prior to an Initial Public Offering or an Approved Sale (i) by the Company without Cause or by Buyer for any reason; (ii) due to Buyer's Retirement, then all shares of Executive Stock death or Disability; or (whether held iii) by the Executive Company with Cause after January 1, 2001, Buyer or by one his or more her representative, during the 120 days following the Termination Date, shall have a one-time right to require Stepup to purchase all, but not less than all, of the ExecutiveShares, unless, by the thirtieth (30th) day after Stepup and the Company have received notice of Buyer's transfereeselection to exercise his put right, the Company has notified Buyer and Stepup of its election, exercisable in the discretion of the Company, to purchase the Shares on the same terms as such Shares were offered to Stepup, in which case the Shares will be acquired by the Company. The purchase price shall be at Fair Market Value, unless the employment of Buyer is terminated for any reason other than Retirement, death, or Disability prior to January 1, 2001 and Buyer exercises his put right prior to such date, in which case the purchase price will be the lower of Fair Market Value or Cost. The purchase price shall be paid in cash on the thirtieth (30th) day after Stepup and the Company have received notice of Buyer's election to exercise his put right (the "Put Date"), provided that Stepup or the Company, as the case may be, need not pay the purchase price until such later time that Buyer presents to the Company the Endorsed Certificate. (c) The Fair Market Value of Shares to be purchased by the Company or Stepup, as the case may be, hereunder shall be determined in good faith by the Company's Board of Directors. The Board of Directors shall make its determination of Fair Market Value annually (the "Annual Valuation") promptly after the completion of the Company's audited financial statements for the year then completed and such determination shall remain in effect until the Board of Directors makes the next Annual Valuation. Notwithstanding the foregoing, if the Board of Directors or an investment banker or appraiser appointed by the Company makes a determination of Fair Market Value subsequent to an Annual Valuation, such subsequent determination shall supersede the Annual Valuation then in effect and shall establish the Fair Market Value until the next Annual Valuation. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority interest or lack of liquidity of the Shares or similar discount) and determined in a manner consistent with the manner in which the purchase price to be paid by the Investors pursuant to the Recapitalization Agreement was determined. If such determination of the Fair Market Value is challenged by Buyer, a mutually acceptable investment banker or appraiser shall establish the Fair Market Value as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will valuation referenced in the Annual Valuation or a subsequent determination. The investment banker's or appraiser's determination shall be subject to repurchase conclusive and binding on the Company and Buyer. The Company shall bear all costs incurred in connection with the services of such investment banker or appraiser unless the Fair Market Value established by such investment banker or appraiser is less than 115% of the determination challenged by the CompanyBuyer, at its option in which case Buyer shall promptly pay or reimburse the Company for such costs (up to a maximum amount of $______). If Buyer and the "Non-Vested Repurchase Option")Company cannot agree upon an investment banker or appraiser, for they shall each choose an investment banker or appraiser and the lower of two shall choose a third investment banker or appraiser who shall establish the Original Purchase Price of the Executive Stock and Fair Market Value. Notwithstanding the foregoing, the Company shall obtain valuation of all of its common stock at least once annually for purposes of Buyer's estate and gift planning; provided, however, that such valuation is not binding on the Board of Directors for purposes of determining Fair Market Value. (iid) Buyer shall not be considered to have vested pursuant ceased to Section 2 hereof, will be subject to repurchase, solely in employed by the event that the Executive ceases Company for purposes of this Agreement if he or she continues to be employed by the Company or any of its Subsidiaries as a result of a Termination for CauseSubsidiary, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more a company of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If which the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsis a Subsidiary. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his her transferees. If the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his her transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his her transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his her transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his her successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Shareholder ceases to be employed by the Company for any reason prior to an Initial Public Offering, the Company, during the sixty (60) days following the Termination Date (the "Repurchase Period") shall have the right to purchase all or any portion of the Retained Shares (the "Repurchase Right"). The purchase price for each Retained Share shall equal Fair Market Value unless the Shareholder resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or Cost. If the Company elects to purchase the Retained Shares, it shall notify the Shareholder at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Shareholder has presented to the Company stock certificates evidencing the Retained Shares duly endorsed for transfer (the "Endorsed Certificates"). If the Shareholder fails to deliver the Endorsed Certificates, the Retained Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Shareholder or his or her Permitted Transferee or (ii) notice to the Shareholder or such Permitted Transferee that the Company is holding the purchase price for the account of the Shareholder or such Permitted Transferee, and upon such payment or notice the Shareholder and such Permitted Transferee will have no further rights in or to such Retained Shares. The Company may assign its Subsidiaries Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Retained Shares are not purchased pursuant to Section 3(a) or 3(b), the restrictions on transfer thereof contained in Section 2 of this Agreement shall terminate and be of no further force and effect. (b) If the Shareholder's employment with the Company is terminated prior to an Initial Public Offering (i) by the Company without Cause; (ii) due to the Shareholder's Retirement, death or Permanent Disability; (iii) by the Shareholder for Good Reason; or (iv) at any time after May 10, 2003 for any reasonreason other than for Cause, the Shareholder or his or her representative or Permitted Transferee, during the 120 days following the Termination Date (the "Put Period") shall have the right to require SEL to purchase all or any portion of the Retained Shares then all shares of Executive Stock (whether held by the Executive or Shareholder (the "Put Right"), unless, by one or more the thirtieth (30) day after the Company and SEL have received notice of the ExecutiveShareholder's transfereeselection to exercise the Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Retained Shares on the same terms as such Retained Shares were to be purchased by SEL, in which case such Retained Shares will be acquired by the Company. The purchase price shall be at Fair Market Value, unless the employment of the Shareholder is terminated without Cause prior to May 10, 2003, in which case (i) for Pledged Shares, the purchase price will be the lower of Fair Market Value or Cost and (ii) for Non-Pledged Shares, the purchase price will be Cost if the termination occurs prior to May 10, 2001 and will be Fair Market Value thereafter. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period, provided that SEL or the Company, as the case may be, need not pay the purchase price until such later time that the Shareholder presents to the Company the Endorsed Certificates. If the Shareholder's employment with the Company is terminated by the Shareholder without Good Reason at any time prior to May 10, 2003, the Shareholder or his or her representative or Permitted Transferee, during the Put Period, shall have the right to require SEL to purchase all or any portion of the Shares pledged by the Shareholder pursuant to the Shareholder's Loan and Pledge Agreement entered into in connection with borrowings under the Company's Stock Loan Plan (the "Additional Put Right"), unless, by the thirtieth (30) day after the Company and SEL have received notice of the Shareholder's election to exercise the Additional Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Shares on the same terms as such Shares were to be purchased by SEL, in which case such Shares will be acquired by the Company. The purchase price shall be at the lower of Fair Market Value or Cost. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period. (c) The Fair Market Value of the Retained Shares to be purchased by the Company hereunder shall be determined in good faith by the Company's Board of Directors. The Board of Directors shall make its determination of Fair Market Value annually (the "Annual Valuation") promptly after the completion of the Company's audited financial statements for the year then completed and such determination shall remain in effect until the Board of Directors makes the next Annual Valuation. Notwithstanding the foregoing, if the Board of Directors or an investment banker or appraiser appointed by the Company makes a determination of Fair Market Value subsequent to an Annual Valuation, such subsequent determination shall supersede the Annual Valuation then in effect and shall establish the Fair Market Value until the next Annual Valuation. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company. If such determination of the Fair Market Value is challenged by the Shareholder, each of the Shareholder and the Board of Directors will select an appraiser or investment banker, and the two appraisers and investment bankers, as the case may be, will select a mutually acceptable investment banker or appraiser. The three selected appraisers or investment bankers, as the case may be (the "Appraisers"), shall establish the Fair Market Value as of the date of termination:valuation referenced in the Annual Valuation or a subsequent determination. The Appraisers' determination shall be conclusive and binding on the Company and the Shareholder. The Shareholder shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value determined by such Appraisers is less than or equal to 110% of the determination challenged by the Shareholder. All costs in connection with the services of such Appraisers will be borne equally by the Company and the Shareholder if the Fair Market Value established by such Appraisers is greater than 110% but less than or equal to 120% of the determination challenged by the Shareholder. The Company shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value established by such Appraisers is greater than 120% of the determination challenged by the Shareholder. If it is determined that the Shareholder bears some or all of the costs incurred in connection with the services of the Appraisers, the Shareholder shall promptly pay or reimburse the Company for such costs. (id) The Shareholder shall not be considered to have not vested pursuant ceased to Section 2 hereof, will be subject to repurchase employed by the Company, at its option (the "Non-Vested Repurchase Option"), Company for the lower purposes of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases this Agreement if he continues to be employed by the Company or any of its Subsidiaries as a result of a Termination for CauseSubsidiary, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more a company of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If which the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsis a subsidiary. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. (a) In the event that the Executive Shareholder ceases to be employed by the Company for any reason prior to an Initial Public Offering, the Company, during the sixty (60) days following the Termination Date (the "Repurchase Period") shall have the right to purchase all or any portion of the Retained Shares (the "Repurchase Right"). The purchase price for each Retained Share shall equal Fair Market Value unless the Shareholder resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or Cost. If the Company elects to purchase the Retained Shares, it shall notify the Shareholder at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Shareholder has presented to the Company stock certificates evidencing the Retained Shares duly endorsed for transfer (the "Endorsed Certificates"). If the Shareholder fails to deliver the Endorsed Certificates, the Retained Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Shareholder or his or her Permitted Transferee or (ii) notice to the Shareholder or such Permitted Transferee that the Company is holding the purchase price for the account of the Shareholder or such Permitted Transferee, and upon such payment or notice the Shareholder and such Permitted Transferee will have no further rights in or to such Retained Shares. The Company may assign its Subsidiaries Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Retained Shares are not purchased pursuant to Section 3(a) or 3(b), the restrictions on transfer thereof contained in Section 2 of this Agreement shall terminate and be of no further force and effect. (b) If the Shareholder's employment with the Company is terminated prior to an Initial Public Offering (i) by the Company without Cause; (ii) due to the Shareholder's Retirement, death or Permanent Disability; (iii) by the Shareholder for Good Reason; or (iv) at any time after May 10, 2003 for any reasonreason other than for Cause, the Shareholder or his or her representative or Permitted Transferee, during the 120 days following the Termination Date (the "Put Period") shall have the right to require SEL to purchase all or any portion of the Retained Shares then all shares of Executive Stock (whether held by the Executive or Shareholder (the "Put Right"), unless, by one or more the thirtieth (30) day after the Company and SEL have received notice of the ExecutiveShareholder's transfereeselection to exercise the Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Retained Shares on the same terms as such Retained Shares were to be purchased by SEL, in which case such Retained Shares will be acquired by the Company. The purchase price shall be at Fair Market Value, unless the employment of the Shareholder is terminated without Cause prior to May 10, 2003, in which case (i) for Pledged Shares, the purchase price will be the lower of Fair Market Value or Cost and (ii) for Non-Pledged Shares, the purchase price will be Cost if the termination occurs prior to May 10, 2001 and will be Fair Market Value thereafter. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period, provided that SEL or the Company, as the case may be, need not pay the purchase price until such later time that the Shareholder presents to the Company the Endorsed Certificates.. If the Shareholder's employment with the Company is terminated by the Shareholder without Good Reason at any time prior to May 10, 2003, the Shareholder or his or her representative or Permitted Transferee, during the Put Period, shall have the right to require SEL to purchase all or any portion of the Shares pledged by the Shareholder pursuant to the Shareholder's Loan and Pledge Agreement entered into in connection with borrowings under the Company's Stock Loan Plan (the "Additional Put Right"), unless, by the thirtieth (30) day after the Company and SEL have received notice of the Shareholder's election to exercise the Additional Put Right, the Company has notified the Shareholder and SEL of its election, exercisable at the discretion of the Company, to purchase the Shares on the same terms as such Shares were to be purchased by SEL, in which case such Shares will be acquired by the Company. The purchase price shall be at the lower of Fair Market Value or Cost. The purchase price shall be paid in cash at a time specified by SEL or the Company, as applicable, within thirty (30) days after the end of the Put Period. (c) The Fair Market Value of the Retained Shares to be purchased by the Company hereunder shall be determined in good faith by the Company's Board of Directors. The Board of Directors shall make its determination of Fair Market Value annually (the "Annual Valuation") promptly after the completion of the Company's audited financial statements for the year then completed and such determination shall remain in effect until the Board of Directors makes the next Annual Valuation. Notwithstanding the foregoing, if the Board of Directors or an investment banker or appraiser appointed by the Company makes a determination of Fair Market Value subsequent to an Annual Valuation, such subsequent determination shall supersede the Annual Valuation then in effect and shall establish the Fair Market Value until the next Annual Valuation. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company. If such determination of the Fair Market Value is challenged by the Shareholder, each of the Shareholder and the Board of Directors will select an appraiser or investment banker, and the two appraisers and investment bankers, as the case may be, will select a mutually acceptable investment banker or appraiser. The three selected appraisers or investment bankers, as the case may be (the "Appraisers"), shall establish the Fair Market Value as of the date of termination:valuation referenced in the Annual Valuation or a subsequent determination. The Appraisers' determination shall be conclusive and binding on the Company and the Shareholder. The Shareholder shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value determined by such Appraisers is less than or equal to 110% of the determination challenged by the Shareholder. All costs in connection with the services of such Appraisers will be borne equally by the Company and the Shareholder if the Fair Market Value established by such Appraisers is greater than 110% but less than or equal to 120% of the determination challenged by the Shareholder. The Company shall bear all costs incurred in connection with the services of such Appraisers if the Fair Market Value established by such Appraisers is greater than 120% of the determination challenged by the Shareholder. If it is determined that the Shareholder bears some or all of the costs incurred in connection with the services of the Appraisers, the Shareholder shall promptly pay or reimburse the Company for such costs . (id) The Shareholder shall not be considered to have not vested pursuant ceased to Section 2 hereof, will be subject to repurchase employed by the Company, at its option (the "Non-Vested Repurchase Option"), Company for the lower purposes of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases this Agreement if he continues to be employed by the Company or any of its Subsidiaries as a result of a Termination for CauseSubsidiary, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more a company of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Stock being repurchased without further action by the Executive or any of his transferees. If which the Company or its designee elect to exercise the repurchase rights pursuant to this Section 3 and the Executive or his transferee fails to deliver the shares of Executive Stock in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respectsis a subsidiary. (d) Each holder of the Executive Stock shall promptly return to the Company share certificates representing shares of the Executive Stock repurchased pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess. (e) In the event that Executive Stock is repurchased pursuant to this Section 3, the Executive and his successors, assigns or Representatives shall take (at the Company's expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner.

Repurchase of Shares. As promptly as practicable after the consummation of the Financing and after the application of the net proceeds thereof pursuant to Section 6.1(a)(i) through and including (v) of the Stockholders' Agreement, Buyer, subject to the terms and conditions of this Agreement, shall repurchase shares of Buyer Common Stock held by the VSI Stockholders and Sellers (and other former Service America capital stock holders who receive Buyer Common Stock) (collectively, "SAC Holders") and repay the Promissory Note on the following basis: (a) In with the event that the Executive ceases to be employed by the Company or any First Tranche of its Subsidiaries for any reasonExcess Financing Proceeds, then all shares Buyer shall utilize, on a pro rata basis, 60% of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be subject such proceeds to repurchase by from the CompanyVSI Stockholders, at its option (the "Non-Vested Repurchase Option")pro rata based on their relative holdings, for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase, solely in the event that the Executive ceases to be employed by the Company or any of its Subsidiaries as a result of a Termination for Cause, by the Company, at its option (the "Vested Repurchase Option"), for the lower of Original Purchase Price of the Executive Stock and Fair Market Value. (b) In the event of Sale, then all shares of Executive Stock (whether held by the Executive or by one or more of the Executive's transferees) which, as of the date of such Sale, have not vested pursuant to Sections 2(a)(ii) and (a)(iii) hereof, will be subject to repurchase by the Company, at its option (the "Non-Vested Sale Repurchase Option"; and together with the Non-Vested Repurchase Option and the Vested Repurchase Option, the "Repurchase Option"), for the lower of the Original Purchase Price of the Executive Stock and Fair Market Value. (c) The Repurchase Option shall be exercised by the Company, or its designee, by delivering to the Executive a written notice of exercise and a check in the amount of the Original Purchase Price or Fair Market Value, as determined in accordance with Sections 3(a) and (b) above. Upon delivery of such notice and payment of the purchase price as described above, the Company, or its designee, shall become the legal and beneficial owner of the shares of Executive Stock being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of shares of Executive Buyer Common Stock being repurchased without further action by the Executive or any of his transferees. If the Company or its designee elect to exercise the repurchase rights calculated pursuant to this Section 3 Schedule 2.3, and 40% of such proceeds to repay the Executive or his transferee fails to deliver Promissory Note; (b) with the Second Tranche of Excess Financing Proceeds, Buyer shall repurchase from the VSI Stockholders, pro rata based on their relative holdings, shares of Executive Buyer Common Stock in accordance at a purchase price per share calculated pursuant to Schedule 2.3; (c) with the terms hereofThird Tranche of Excess Financing Proceeds, Buyer shall utilize, on a pro rata basis, 60% of such proceeds to repurchase from the CompanyVSI Stockholders, or its designeepro rata based on their relative holdings, mayand 40% of such proceeds to repurchase from the SAC Holders, pro rata based on their relative holdings, shares of Buyer Common Stock at its option, in addition to all other remedies it may have, deposit the a purchase price in an escrow account administered by an independent third party (per share calculated pursuant to be held for the benefit of and payment over to the Executive or his transferee in accordance herewith), whereupon the Company shall by written notice to the Executive cancel on its books the certificates(s) representing such shares of Executive Stock registered in the name of the Executive and all of the Executive's or his transferee's right, title, and interest in and to such shares of Executive Stock shall terminate in all respects.Schedule 2.3; (d) Each holder with the Fourth Tranche of Excess Financing Proceeds, Buyer shall repurchase from the Executive Stock shall promptly return to the Company share certificates representing VSI Stockholders, pro rata based on their relative holdings, shares of the Executive Buyer Common Stock repurchased at a purchase price per share calculated pursuant to Sections 3(a) and (b) hereof. In the event such certificates represent more shares of the Executive Stock than are required to be forfeited, the Company shall, without charge, deliver to such holder of the Executive Stock a new certificate representing such excess.Schedule 2.3; (e) In with the Fifth Tranche of Excess Financing Proceeds, Buyer shall utilize, on a pro rata basis, 60% of such proceeds to repurchase from the VSI Stockholders, pro rata based on their relative holdings, and 40% of such proceeds to repurchase from the SAC Holders, pro rata based on their relative holdings, shares of Buyer Common Stock at a purchase price per share calculated pursuant to Schedule 2.3; and (f) in the event that Executive the Financing does not occur or the amount applied from the First Tranche is less than $1,250,000, Buyer shall repurchase from the VSI Stockholders, pro rata based on their relative holdings, the number of shares of Buyer Common Stock is repurchased calculated pursuant to this Section 3Schedule 2.3, in an aggregate amount equal to the Executive difference between $750,000 and his successorsthe amount received by the VSI Stockholders in applying proceeds of the First Tranche, assigns or Representatives provided that the repurchase price shall take be paid not in cash but in the form of a senior subordinated promissory note (at the Company's expense"Senior Subordinated Promissory Note") all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation dated the date of such repurchase with the equivalent terms of the Promissory Note issued to GE Capital by the Company. Notwithstanding the foregoing but subject to Section 7.11, the obligations of Buyer to make the repurchases of shares of Buyer Common Stock called for by this Section 2.3 shall be subject to the satisfaction of the following condition: The Board of Directors of Buyer shall not have determined reasonably and in good faith, in accordance with applicable provisions of corporation law, that the capital of Buyer is impaired by such repurchase or would otherwise be impaired as a timely mannerresult of such repurchase on the date of such repurchase within the meaning of Section 160(a)(1) of the Delaware General Corporation Law.