Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the event Executive ceases Company shall have the right and option for ninety (90) days from such date to be employed purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Company, Employer or their respective Subsidiaries Purchaser for any reason (the “Separation”), the Unvested such Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In Upon the event occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a Separation copy to the purchase price for each Unvested Share will be escrow agent described in Section 2 below, a notice in writing indicating the lesser Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such Share as notice and payment of the date aggregate repurchase price in any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or any portion a part of such Unvested Shares. (d) If the Unvested Shares Company does not elect to exercise the Repurchase Option conferred above by delivering written giving the requisite notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after following the Separation. termination, the Repurchase Option shall terminate. (e) The Repurchase Notice will set forth Option shall terminate in accordance with the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this vesting schedule contained in Purchaser’s Option Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases to be employed by Purchaser's relationship with the Company (or a parent or subsidiary of the Company, Employer or their respective Subsidiaries ) terminates for any reason (the “Separation”including death or disability), the Unvested Shares (whether held by Executive or one for no reason, with or more of Executive’s transfereeswithout cause, other than such that after such termination Purchaser is no longer an employee or director of, or consultant to, the Company, then the Company shall have an irrevocable option (the "Repurchase Option"), for a period of ninety (90) will days after said termination, or such longer period as may be subject mutually agreed to repurchase, in each case by the Company and the Investors pursuant Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as the terms case may be, the number of shares of Stock up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date and conditions set forth in this Section 3 at a price (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b"Option Price") In that is the event of a Separation the purchase price for each Unvested Share will be the lesser lower of (i) Executive’s Original Cost the original price per share paid by Purchaser for the Carried Unit(s) in respect of which such Share was issued to Executive and Stock as indicated above or (ii) the Fair Market Value per share of such Share Stock as of the date of such repurchase. For purposes of the Repurchase Notice (defined below)Option, the "Fair Market Value" shall mean the value of the Stock as determined in good faith by the Company's Board of Directors. Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the event that the Company repurchases shares of Stock, the repurchase price may be less than the price Purchaser originally paid for such shares and that Purchaser bears any risk associated with the potential loss in value. (cb) The Board may elect to purchase all or any portion One hundred percent (100%) of the Unvested Shares by delivering written notice (the “Repurchase Notice”) Stock shall initially be subject to the holder or holders of the Unvested Shares within ninety (90) days after the SeparationRepurchase Option. The Repurchase Notice will set forth Option shall lapse and all shares of Stock subject to the number Repurchase Option shall immediately become fully vested at the earlier of Unvested Shares to be acquired from each holder, (i) a Business Combination and (ii) on the aggregate consideration to be paid for such Unvested Shares and the time and place for date twenty-four (24) months following the closing of an initial public offering pursuant to an effective registration statement under the transactionSecurities Act of 1933, as amended (the "Act"), covering the offer and sale of the Company's common stock to the public. The number For purposes of Unvested Shares to be repurchased this Section 2(b), "Business Combination" shall mean the acquisition by the Company shall first be satisfied to Company, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction or a combination of any of the extent possible from foregoing, of one or more operating businesses in the Unvested Shares held by Executive consumer and business services industries collectively having a fair market value (as calculated in accordance with the requirements set forth in the Company's Amended and Restated Certificate of Incorporation) of at least 80% of the Company's net assets at the time of delivery such acquisition; provided, however, that any acquisition of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company multiple operating businesses shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personoccur contemporaneously with one another.

Repurchase Option. (a) In the event Executive ceases to be employed Participant’s continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), Employer or their respective Subsidiaries have an irrevocable, exclusive option for any reason a period of ninety (90) days from such date to repurchase up to that number of Shares which constitute the Unreleased Shares (as defined in Part I of this Agreement) at the Purchase Price per share (the “SeparationRepurchase Price”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Repurchase Option shall be exercised by the event Company by delivering written notice to Participant or Participant’s executor (with a copy to the Escrow Holder (as defined in Section 11)) AND, at the Company’s option, (i) by delivering to Participant or Participant’s executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of Participant’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a Separation the purchase price for each Unvested Share will be the lesser combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option to purchase all or a part of the Unreleased Shares. If the Fair Market Value of such Share as of the Unreleased Shares to be repurchased on the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all such designation or any portion of the Unvested Shares by delivering written notice assignment (the “Repurchase NoticeFMV”) exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee shall pay the Company cash equal to the holder difference between the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased. (d) If the Company or holders of its assignee does not elect to exercise the Unvested Shares Repurchase Option conferred above by giving the requisite notice within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holderfollowing Participant’s termination as a Service Provider, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company Repurchase Option shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personterminate.

Repurchase Option. (a) In the event Executive ceases to be employed of any voluntary or involuntary termination of the Participant’s employment by the Company or Participant, as applicable, for any or no reason, including death or disability (a “Termination”) before all of the shares of Restricted Stock are released from the Company’s repurchase option (see Section 4 below), the Company shall, upon the date of a Termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 exclusive option (the “Repurchase Option”) for a period of ninety (90) days from such date to repurchase all (but not less than all) of the shares of Restricted Stock that shall constitute the Unreleased Shares (defined herein as any of the shares of Restricted Stock that have not yet been released from the Repurchase Option) at such time, at the price paid by the Participant at the time of issuance (the “Repurchase Price”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.; (b) In The Repurchase Option shall be exercised by the event Company by written notice to the Participant and, at the Company’s option, (i) by delivery to the Participant with such notice of a Separation check in the amount of the purchase price for each Unvested Share will be the lesser shares of Restricted Stock being repurchased, (ii) by cancellation by the Company of an amount of the Participant’s indebtedness to the Company equal to the purchase price for the shares of Restricted Stock being repurchased, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals the aggregate Purchase Price. Upon delivery of such Share as notice and the payment of the date purchase price of any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the shares of Restricted Stock being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of shares of Restricted Stock being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase shares of Restricted Stock hereunder, the Company may elect designate and assign one or more employees, officers, directors, or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s purchase rights under this Agreement and purchase all or any portion a part of such shares of Restricted Stock. If the fair market value of the Unvested Shares by delivering written notice shares of Restricted Stock to be repurchased on the date of such designation or assignment (the “Repurchase NoticeFMV”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, exceeds the aggregate consideration to be paid for Repurchase Price of such Unvested Shares shares of Restricted Stock, then each such designee or assignee shall pay the Company cash equal the difference between the Repurchase FMV and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the aggregate Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery Price of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number shares of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonRestricted Stock.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “"Separation”"), the Unvested Shares (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany and Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (iiB) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below)Separation. (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares within ninety (90) 90 days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personperson. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of such notice. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company. The Company will pay the remainder of the purchase price for Unvested Shares by a check or wire transfer of funds. The Company will be entitled to receive customary representations and warranties from the sellers regarding ability to enter into the transaction, absence of any conflict, title to and the absence of liens on the Unvested Shares subject to such sale, and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law, as amended from time to time, and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Unvested Shares hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases (x) as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions or (y) by means of a subordinated note payable in up to three equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Bankers Trust Company, a New York banking corporation, as the Board may elect in its discretion. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Unvested Shares is finally determined to be an amount at least 20% greater than the per Share repurchase price for such Unvested Shares in the Repurchase Notice, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Unvested Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Unvested Shares during the thirty-day period beginning on the date that the Company is given written notice that the Fair Market Value per Unvested Share was finally determined to be an amount at least 20% greater than the per Share repurchase price for Unvested Shares set forth in the Repurchase Notice.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”"SEPARATION"), the Unvested Shares Carried Units (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section SECTION 3 (the “Repurchase Option”"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in this Section SECTION 3 to any Person; PROVIDED that the Company may not assign to any Person its right to pay any portion of the Repurchase Price for Carried Units repurchased hereunder in the form of Class A Preferred, as set forth in SECTION 3(e). (b) In the event of a Separation Separation: (i) the purchase price for each Unvested Share Unit will be the lesser of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (iiB) the Fair Market Value of such Share Unit as of the date of Separation; and (ii) the purchase price for each Vested Unit will be the Fair Market Value of such unit as of the date of the Repurchase Notice (defined below)Separation. (c) The Board may elect to purchase all or any portion of the Unvested Shares Units or the Vested Units by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Carried Units within ninety (90) days one year after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares units and the time and place for the closing of the transaction. The number of Unvested Shares Carried Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Carried Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Carried Units then held by Executive is less than the total number of Unvested Shares Carried Units which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Carried Units elected to be purchased from the other holder(s) of Unvested Shares Carried Units under this Agreement, pro rata according to the number of Unvested Shares Carried Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares Units and Vested Units to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Carried Units (if any) pro rata according to the number of Unvested Shares Carried Units to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Carried Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Carried Units the Company has not elected to purchase (the "AVAILABLE UNITS"). As soon as practicable after the Company has determined that there will be Available Units, but in any event within ten months after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors setting forth the number of Available Units and the purchase price for the Available Units. The Investors may elect to purchase any or all of the Available Units by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors based upon the number of Common Units owned by each Investor. 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 Carried Units as to the number of units being purchased from such holder by the Investors (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them. (e) The closing of the purchase of the Carried Units pursuant to the 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 will pay for the Carried Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company's Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price for such Carried Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred unit equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Carried Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(e)(B), if the Company intends to repurchase 45,045 Carried Units by issuance of Class A Preferred and the aggregate repurchase price determined in accordance with this SECTION 3 is $1,500, then the Company would issue to Executive 1.5 units of Class A Preferred and for purposes of the LLC Agreement the whole unit of Class A Preferred issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred of $1,000 and the Capital Contributions made for the one-half unit of Class A Preferred would be $500. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Carried Units by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Carried Units hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Carried Units is finally determined to be an amount at least 10% greater than the per unit repurchase price for such Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Carried Units elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Carried Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of Carried Units was finally determined to be an amount at least 10% greater than the per unit repurchase price for Carried Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. (h) The provisions of this SECTION 3 shall terminate with respect to Vested Units upon the first to occur of the consummation of a Public Offering and the consummation of a Sale of the Company.

Repurchase Option. (a) In If, prior to the event second anniversary of the date hereof, Executive’s employment with the Company or any of its Subsidiaries is terminated with Cause or Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”)resigns without Good Reason, the Unvested Shares Securities (whether held by Executive or one or more of Executive’s transferees's Permitted Transferees, other than the Company) will be subject to repurchase, in each case repurchase by the Company at the lower of Original Cost and the Investors Fair Market Value of such Unvested Securities pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In connection with the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date exercise of the Repurchase Notice Option, the Company (defined below). (cwith Board approval) The Board may elect to purchase all or any portion of the Unvested Shares Securities subject to repurchase hereunder by delivering written notice (the “Repurchase Notice”) of its election to the holder or holders of the Unvested Shares Executive within ninety (90) 120 days after the Separationeffective date of Executive's termination (the "Repurchase Notice"). The Repurchase Notice will set forth the number of Unvested Shares Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares securities and the time and place for the closing of the transaction. . (c) The number closing of the purchase of the Unvested Shares Securities pursuant to be repurchased the Repurchase Option shall take place on the date designated by the Company shall first be satisfied in the Repurchase Notice (subject to the extent possible from final determination of Fair Market Value hereunder), which date shall not be more than 30 days after the Unvested Shares held by final determination of the Fair Market Value of such Executive at Securities, nor less than five days after the time of delivery of the Repurchase Notice. If the number Company fails to timely exercise the Repurchase Option in accordance with this Section 3, the Repurchase Option shall automatically terminate and be of no further force or effect. (d) The Company will pay for the Unvested Shares then held Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under the Note or any bona fide debts owed by Executive is less than to the total number Company and will pay the remainder of Unvested Shares the purchase price by, at its option, (A) a check or wire transfer of funds, (B) a subordinated note or notes payable in up to three annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time or (C) any combination of (A) and (B) as the Board may elect in its discretion. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Texas Business Organizations Code or such other governing law, and applicable restrictions in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company has elected is otherwise entitled or required to purchase, make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (f) The provisions of this Section 3 shall purchase terminate upon the remaining Unvested Shares elected earlier to be purchased from occur of the other holder(sconsummation of (i) a Public Offering, and (ii) a Qualified Change of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonControl.

Repurchase Option. (a) In the event that Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “Separation”"Termination"), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will shall be subject to repurchase, in each case repurchase by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 paragraph 2 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the Repurchase Option is exercised, the purchase price for each Unvested Share will share of Executive Stock shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share thereof as of the date of the Repurchase Notice (defined below)Termination. (c) The Board Company (or its designee(s)) may elect to purchase all or any portion of the Unvested Shares Executive Stock by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 90 days after the SeparationTermination. The Repurchase Notice will shall set forth the number and type of Unvested Shares shares of Executive Stock to be acquired from each holderholder of Executive Stock, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares which shares of Executive Stock the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). The number of Unvested Shares shares of Executive Stock to be repurchased hereunder will shall be allocated among Executive and the other holders of Unvested Shares Executive Stock (if any) pro rata according to the number of Unvested Shares shares of Executive Stock to be purchased from such Personpersons. (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for the shares of Executive Stock 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 the Investors setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by the Company. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock shall be allocated among the Investors pro rata according to the number of shares of Convertible Preferred Stock owned by each Investor on a fully-diluted basis (assuming conversion of the Company's Convertible Preferred Stock). As soon as practicable, and in any event within five days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Stock as to the number and type of shares being purchased from such holder by the Investors (the "Supplemental Repurchase Notice"). (e) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, as the case may be, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of, in the case of each Investor, a check or wire transfer of funds. The purchasers of Executive Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled to make, the time periods provided in this paragraph 2 shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (g) The right of the Company and the Investors to repurchase Executive Stock hereunder shall terminate upon the first to occur of a Sale of the Company or an IPO (as each such term is defined in that certain Stockholders Agreement, dated as of the date hereof, by and among the Company and the Stockholders (including Executive) named therein, as the same may be amended or modified from time to time in accordance with its terms).

Repurchase Option. (a) In the event Executive the Director ceases to be employed an employee, officer, director or consultant of or to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, Employer or their respective Subsidiaries for any no reason (including death or disability) before all of the “Separation”Shares are released from the Company’s repurchase option (see Section 3), the Unvested Shares Company shall, upon the date of such termination (whether held as reasonably fixed and determined by Executive or one or more of Executive’s transferees, other than the Company) will be subject have an irrevocable, exclusive option for a period of sixty (60) days from such date to repurchase, repurchase up to that number of shares which constitute the Unreleased Shares (as defined in each case by the Company and the Investors pursuant Section 4) at a repurchase price equal to the terms and conditions set forth in this Section 3 $0.00001 per share (the “Repurchase OptionPrice”). The Said option shall be exercised by the Company may assign by delivering written notice to the Director or the Director’s executor (with a copy to the Escrow Holder (as defined in Section 6)) AND, at the Company’s option, by delivering to the Director or the Director’s executor a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its repurchase rights set forth in this Section 3 to any Personown name the number of Shares being repurchased by the Company. (b) In Whenever the event of a Separation Company shall have the purchase price for each Unvested Share will be right to repurchase Shares hereunder, the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Company may designate and (ii) the Fair Market Value of such Share as assign one or more employees, officers, directors of the date Company or other persons or organizations to exercise all or a part of the Repurchase Notice (defined below). (c) The Board may elect to Company’s purchase rights under this Agreement and purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery a part of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonShares.

Repurchase Option. (a) In If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the event Executive ceases Company shall have the right and option for ninety (90) days from such date to be employed purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Company, Employer or their respective Subsidiaries Purchaser for any reason (the “Separation”), the Unvested such Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In Upon the event occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be) with a Separation copy to the purchase price for each Unvested Share will be escrow agent described in Section 2 below, a notice in writing indicating the lesser Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such Share as notice and payment of the date aggregate repurchase price in any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or any portion a part of such Unvested Shares. (d) If the Unvested Shares Company does not elect to exercise the Repurchase Option conferred above by delivering written giving the requisite notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after following the Separation. termination, the Repurchase Option shall terminate. (e) The Repurchase Notice will set forth Option shall terminate in accordance with the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this vesting schedule contained in Purchaser’s Option Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In Except as set forth in Section 2(a), in the event Executive Employee ceases to be employed by the Company, Employer Company or their respective Subsidiaries any of its affiliates for any reason (the a “Separation”), all Unvested Shares will be forfeited and the Unvested Vested Shares (whether held by Executive Employee or one or more of ExecutiveEmployee’s transferees, other than the Companytransferees as permitted hereunder) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Separation, the Vested Shares acquired hereunder shall be subject to repurchase at a purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued equal to Executive and (ii) the Fair Market Value of for each such Share as of the date of the Repurchase Notice (defined below)share. (c) The Board In the event of a Separation, the Company may elect to purchase all or any portion of the Unvested Vested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested such Shares within ninety (90) 60 days after the Separation. The Repurchase Notice will set forth the number of Unvested Vested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares securities and the time and place for the closing of the transaction. The number of Unvested Shares securities to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive Employee at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive Employee is less than the total number of Unvested Shares such securities which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares securities elected to be purchased from the other holder(s) of Unvested the Shares under this Agreement, pro rata according to the number of Unvested the Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Vested Shares to be repurchased hereunder will be allocated among Executive the Employee and the other holders of Unvested the Shares (if any) pro rata according to the number of Unvested the Shares to be purchased from such Person. (d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Shares by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company’s equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (e) Notwithstanding anything to the contrary contained in this Agreement, if Employee delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board of Directors, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Employee’s written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

Repurchase Option. (a) In the event Executive ceases to be employed of any voluntary or involuntary termination of the Participant's employment by the Company or Participant, as applicable, for any or no reason, including death or disability (a "Termination") before all of the shares of Restricted Stock are released from the Company's repurchase option (see Section 4 below), the Company shall, upon the date of a Termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries for any reason exclusive option (the “Separation”), "Repurchase Option") for a period of ninety (90) days from such date to repurchase all (but not less than all) of the Unvested shares of Restricted Stock that shall constitute the Unreleased Shares (whether held by Executive or one or more defined herein as any of Executive’s transfereesthe shares of Restricted Stock that have not yet been released from the Repurchase Option) at such time, other than at the Company) will be subject to repurchase, in each case price paid by the Company and Participant at the Investors pursuant to the terms and conditions set forth in this Section 3 time of issuance (the “"Repurchase Option”Price"). The Company may assign its repurchase rights set forth in this Section 3 to any Person.; (b) In The Repurchase Option shall be exercised by the event Company by written notice to the Participant and, at the Company's option, (i) by delivery to the Participant with such notice of a Separation check in the amount of the purchase price for each Unvested Share will be the lesser shares of Restricted Stock being repurchased, (ii) by cancellation by the Company of an amount of the Participant's indebtedness to the Company equal to the purchase price for the shares of Restricted Stock being repurchased, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals the aggregate Purchase Price. Upon delivery of such Share as notice and the payment of the date purchase price of any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the shares of Restricted Stock being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of shares of Restricted Stock being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase shares of Restricted Stock hereunder, the Company may elect designate and assign one or more employees, officers, directors, or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement and purchase all or any portion a part of such shares of Restricted Stock. If the fair market value of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders shares of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares Restricted Stock to be repurchased by on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such shares of Restricted Stock, then each such designee or assignee shall pay the Company shall first be satisfied to cash equal the extent possible from the Unvested Shares held by Executive at the time of delivery of difference between the Repurchase Notice. If FMV and the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery aggregate Repurchase Price of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number shares of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonRestricted Stock.

Repurchase Option. (a) A. In the event Executive the Purchaser ceases to be employed by an employee, consultant, advisor or director (a “Service Provider”) of the Company, Employer or their respective Subsidiaries Company for any or no reason, including, without limitation, by reason of Purchaser’s death or disability (“Disability”) as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “SeparationCode”), the Unvested Shares Company shall, upon the date of such termination (whether held as reasonably fixed by Executive or one or more of Executive’s transferees, other than the Company) will be subject ), have an irrevocable, exclusive option to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 repurchase (the “Repurchase Option”) any Shares which have not yet been released from the Repurchase Option (the “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase Price”). The Company may assign exercise its repurchase rights set forth in this Section 3 Repurchase Option as to any Personor all of the Unreleased Shares at any time following Purchaser’s termination; provided, however, that without requirement of further action on the part of either party hereto, the Company’s Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. PST on the date that is 60 days following the date of Purchaser’s termination, unless the Company declines in writing to exercise its Repurchase Option prior to such time. B. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser within 60 days of the Purchaser’s termination, in which event the Repurchase Option shall terminate. If the Company decides to exercise its Repurchase Option, within 90 days from the Purchaser’s termination as a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the Escrow Agent (bas defined in Section 7 hereof), by any of the following methods, in the Company’s sole discretion: (i) In delivering to the event Purchaser or the Purchaser’s executor a check in the amount of a Separation the purchase price for each Unvested Share will be aggregate Repurchase Price, (ii) canceling an amount of the lesser Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) such that the Fair Market Value combined payment and cancellation of indebtedness equals such Share as aggregate Repurchase Price. Upon delivery of the date payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. In the event that Purchaser’s continuous status as a Service Provider terminates, and the Company neither notifies the Purchaser within 60 days thereafter of the Company’s decision not to exercise its Repurchase Option, nor delivers payment of the Repurchase Notice (defined below)Price to the Purchaser within 90 days thereafter, then the sole remedy of the Purchaser thereafter shall be to receive the Repurchase Price from the Company in the manner set forth above, and in no case shall the Purchaser have any claim of ownership as to any of the Unreleased Shares. (c) C. The Board Company in its sole discretion may elect designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option to purchase all or any portion a part of the Unvested Shares by delivering Unreleased Shares. D. In the event that the Company’s Repurchase Option is exercised, whether automatically in the manner provided for above or pursuant to written notice (notice, then upon and following such exercise, the “Repurchase Notice”) to the holder or holders only remaining right of the Unvested Shares within ninety (90) days after Purchaser under this Agreement shall be the Separationright to receive the Repurchase Price, and the Purchaser have no right whatsoever to receive the Unreleased Shares. The In the event that the Company’s Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holderOption is terminated, then upon and following such termination, the aggregate consideration only remaining right of the Purchaser under this Agreement shall be the right to be paid for such Unvested Shares receive the Unreleased Shares, and the time and place for the closing of the transaction. The number of Unvested Shares Purchaser shall have no right whatsoever to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of receive the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPrice.

Repurchase Option. (a) In the event (i) Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “Separation”"Termination"), the Executive Stock (whether held by Executive or one or more of Executive's transferees) or (ii) there is a Sale of the Company after December 31, 1999, the Unvested Shares of the Performance Vesting Shares (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will shall be subject to repurchase, in each case repurchase by the Company and the Investors pursuant to the terms and conditions set forth in this Section paragraph 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth ; provided that the Repurchase Option shall not apply to the shares which vest on the date hereof unless Executive voluntarily terminated such employment prior to the second anniversary of the date hereof (in this Section 3 which event the Repurchase Option will apply to any Personsuch shares). (b) In the event of a Separation the The purchase price for each Unvested Share will shall be the lesser of (i) Executive’s 's Original Cost for such share (with shares having the Carried Unit(s) in respect of which such lowest cost subject to repurchase prior to shares with a higher cost), and the purchase price for each Vested Share was issued to Executive and (ii) shall be the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c) The Board may elect to purchase all or any portion of the Unvested Shares and the Vested Shares by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 30 days after the SeparationTermination. The Repurchase Notice will shall set forth the number of Unvested Shares and Vested Shares to be acquired from each holderholder of Executive Stock, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares which shares of Executive Stock the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). The number of Unvested Shares shares to be repurchased hereunder by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and the other Executives who are then employed by the Company or one of its Subsidiaries (the "Continuing Executives") shall be entitled to exercise the Repurchase Option for the shares of Executive Stock 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 the Investors and the Continuing Executives setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and the Continuing Executives may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by the Company. If the Investors and the Continuing Executives elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among Executive the Investors and the other holders Continuing Executives based upon the number of Unvested Shares shares of Common Stock owned by each Investor and the Continuing Executive on a fully-diluted basis (if any) pro rata according provided, however, that no Class B Common which is not yet vested under the Executive Stock Agreements will be counted for this purpose). As soon as practicable, and in any event within ten days after the expiration of the 15-day period set forth above, the Company shall notify each holder of Executive Stock as to the number of Unvested Shares shares being purchased from such holder by the Investors and the Continuing Executives (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to each Investor and Continuing Executive setting forth the number of shares such Person is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of shares to be repurchased by the Investors and the Continuing Executives shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. (e) The closing of the purchase of the Executive Stock pursuant to the 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 30 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors and Continuing Executives shall pay for the Executive Stock to be purchased from pursuant to the Repurchase Option by delivery of, a check or wire transfer of funds. In addition, the Company may pay the purchase price for such Personshares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company. The sellers of Executive Stock hereunder shall be deemed to make customary representations and warranties to the purchasers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances). The purchasers may require written confirmation of such representations and require all sellers' signatures be guaranteed by a national bank or reputable securities broker. (f) The right of the Company and the Investors and the Continuing Executives to repurchase Vested Shares pursuant to this paragraph 3 shall terminate upon the first to occur of the Sale of the Company or a Qualified Public Offering. (g) If Executive's employment by the Company and its Subsidiaries, if any, is terminated by the Company other than for Cause, the Company shall pay Executive as severance an amount equal to his cash base salary compensation (i.e., excluding any bonuses) during the preceding 12 months in equal monthly installments on the first business day of each of the next 12 months.

Repurchase Option. (a) In the event Executive ceases to be employed the Purchaser's continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), Employer or their respective Subsidiaries have an irrevocable, exclusive option for any reason a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 5) at the Exercise Price per share (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company"Repurchase Price") will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Repurchase Option shall be exercised by the event Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 7)) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a Separation the purchase price for each Unvested Share will be the lesser combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option to purchase all or a part of the Unreleased Shares. If the Fair Market Value of such Share as of the Unreleased Shares to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase Notice (defined below)FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased. (cd) The Board may If the Company or its assignee does not elect to purchase all or any portion of exercise the Unvested Shares Repurchase Option conferred above by delivering written giving the requisite notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holderfollowing Purchaser's termination as a Service Provider, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company Repurchase Option shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personterminate.

Repurchase Option. (a) In the event Executive that Employee ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “Separation”"SEPARATION"), the Unvested Shares Employee Stock (whether held by Executive Employee or one or more of Executive’s Employee's transferees, other than the Company) will be subject to repurchase, in each case by at the Company and option of the Company, the Investors and Xxx X. Xxxxx ("Bajaj") pursuant to the terms and conditions set forth in this Section 3 3(a) (the “Repurchase Option”"REPURCHASE OPTION"). A percentage of the Employee Stock will be subject to repurchase at the Employee's Original Cost for such shares, calculated in accordance with the following schedule (the "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EMPLOYEE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 75% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 50% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 25% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will the remaining shares of Employee Stock shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of shares (the date of the Repurchase Notice (defined below"FAIR MARKET VALUE SHARES"). (cb) The Board Company may elect to purchase all or any portion of the Unvested Original Cost Shares and the Fair Market Value Shares by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Employee Stock within ninety (90) 180 days after the Separation. The Repurchase Notice will set forth the number of Unvested Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Employee Stock held by Executive Employee at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Employee Stock then held by Executive Employee is less than the total number of Unvested Shares shares of Employee Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Employee Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Employee Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive Employee and the other holders of Unvested Shares Employee Stock (if any) pro rata according to the number of Unvested Shares shares of Employee Stock to be purchased from such Personperson. (c) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Employee Stock that 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 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj 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. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). 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 Employee Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Employee Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years. (d) The closing of the purchase of the Employee Stock pursuant to the 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 will pay for the Employee Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Employee to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Employee Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Employee Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Employee Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Employee delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Employee Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Employee Stock during (i) the thirty-day period beginning on the date the Company, the Investors and Bajaj receive Employee's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board (g) The provisions of this Section 3 shall terminate upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the The Company shall have a right and the Investors pursuant to the terms and conditions set forth in this Section 3 option (the “Repurchase Option”). ) to purchase Unvested Shares from Founder in accordance with the following provisions: (a) The Company may assign exercise the Repurchase Option at any time during the 45-day period following the Termination of Founder’s Service. Failure of the Company to exercise its repurchase rights set forth in this Section 3 Repurchase Option within such 45-day period shall be deemed to any Personconstitute a notification to Founder of the Company’s decision not to exercise its Repurchase Option. (b) In the event of a Separation the The purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date Shares purchased upon exercise of the Repurchase Notice (defined below)Option shall be $0.001 per share. (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to Option shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased exercisable by the Company shall first be satisfied by written notice delivered to Founder or his or her personal representative prior to the extent possible from the Unvested Shares held by Executive at the time of delivery expiration of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share45-day period specified in Subsection 3.2(a). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to Such notice shall indicate the number of Unvested Shares to be purchased and the date (not later than 10 days after the date of expiration of the Repurchase Option) on which the purchase is to be effected. To the extent one or more certificates representing Unvested Shares may have been previously delivered out of escrow to Founder, Founder, prior to the close of business on the date specified for the repurchase, shall deliver to the Company the certificate(s) representing the Unvested Shares to be purchased, each certificate to be properly endorsed for transfer and free and clear of any restrictions (other than the restrictions imposed under this Agreement and any Transfer Restriction Agreements), Liens, or claims, against payment of the purchase price for the Unvested Shares by check payable to the order of Founder. (d) If the Company shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Unvested Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such Persontime, Founder shall no longer have any rights as a holder of such Unvested Shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such Unvested Shares shall be deemed purchased in accordance with the applicable provisions of this Agreement and the Company shall be deemed the owner and holder of such shares, whether or not the certificates for such shares have been delivered as required by this Agreement. (e) In the event of any stock dividend, stock split, recapitalization, or other change affecting the outstanding Common Stock as a class effected without consideration, then any new, substituted, or additional securities or other property (including money paid other than as a regular cash dividend) that is by reason of any such transaction distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Option to the extent the Unvested Shares are at the time covered by such Repurchase Option. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number of Unvested Shares under this Agreement and to the price per share to be paid upon the exercise of the Repurchase Option in order to reflect the effect of any such transaction upon the Company’s capital structure.

Repurchase Option. (a) In the event Executive a Management Investor ceases to be employed by the Company, Employer Company and its Subsidiaries other than by termination without Cause (as such term is defined in such Management Director's Employment Agreement) or their respective Subsidiaries for any reason resignation with Good Reason (as such term is defined in such Management Director's Employment Agreement) (the “Separation”"Termination"), the Unvested Shares Common Stock issued or issuable to such Management Investor (the "Management Investor Shares") (whether held such Management Investor or by Executive or one or more of Executive’s such Management Investor's transferees, other than the Company) will shall be subject to repurchase, in each case repurchase by the Company and the Investors Investment Corp. pursuant to the terms and conditions set forth in this Section paragraph 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event a Management Investor ceases to be employed by the Company and its Subsidiaries because of a Separation his or her death or disability, such Management Investor (or his estate, as the case may be) may transfer his Management Investor Shares to the other Management Investors. In the event that any such Management Investor Shares are not so transferred within sixty (60) days of the Management Investor's death or disability (as such term is defined in such Management Director's Employment Agreement), such shares shall be subject to repurchase by Investment Corp, and the purchase price for each Unvested Management Investor Share will shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c) The Board In the event a Management Investor ceases to be employed by the Company and its Subsidiaries because of his or her termination with Cause (as such term is defined in such Management Director's Employment Agreement) or resignation without Good Reason (as such term is defined in such Management Director's Employment Agreement), the purchase price for each Management Investor Share shall be the Original Value for such share. (d) Investment Corp. may elect to purchase all or any portion of the Unvested terminated Management Investor Shares (other than those transferred pursuant to section 3(b)) by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested terminated Management Investor Shares within ninety (90) 120 days after the SeparationTermination. The Repurchase Notice will shall set forth the number of Unvested Management Investor Shares to be acquired from each holderholder of the terminated Management Investor Shares, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company Investment Corp. shall first be satisfied to the extent possible from the Unvested shares of the terminated Management Investor Shares held by Executive such terminated Management Investor at the time of delivery of the Repurchase Notice. If the number of Unvested Management Investor Shares then held by Executive such terminated Management Investor is less than the total number of Unvested Management Investor Shares which the Company Investment Corp. has elected to purchase, the Company Investment Corp. shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) transferee(s), if any, of Unvested the terminated Management Investor Shares under this Agreement, pro rata according to the number of Unvested terminated Management Investor Shares held by such other holder(stransferee(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). (e) If for any reason Investment Corp. does not elect to purchase all of the Management Investor Shares pursuant to the Repurchase Option, the Company shall be entitled to exercise the Repurchase Option for the Management Investor Shares Investment Corp. has not elected to purchase (the "Available Shares"). The As soon as practicable after Investment Corp. has determined that there will be Available Shares, but in any event within 45 days after the Termination, Investment Corp. shall give written notice (the "Option Notice") to the Company setting forth the number of Unvested Available Shares to be repurchased hereunder will be allocated among Executive and the other holders purchase price for the Available Shares. The Company may elect to purchase any or all of Unvested the Available Shares (if any) pro rata according by giving written notice to Investment Corp. and the terminated Management Investor within 30 days after the Option Notice has been given by Investment Corp. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, Investment Corp. shall notify each holder of Management Investor Shares as to the number of Unvested shares being purchased from such holder by the Company (the "Supplemental Repurchase Notice"). (f) The closing of the purchase of the Management Investor Shares pursuant to the Repurchase Option shall take place on the date designated by Investment Corp. in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 40 days nor less than five days after the delivery of the later of either such notice to be delivered. Investment Corp. and/or the Company shall pay for the Management Investor Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds, unless such payment violates any restrictive covenant relating to any of the Company's indebtedness, in which case, by a subordinated note or notes payable in up to, three equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published from time to time in the Wall Street Journal, in the aggregate amount of the purchase price for such Personshares; provided that Investment Corp. and the Company shall use reasonable efforts to make all such repurchases with a check or wire transfer of funds. Any notes issued by the Company pursuant to this paragraph 3(f) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase, provided that the notes will be permitted to be paid when due. In addition, the Company may pay the purchase price for such shares by offsetting any bona fide debts owed by such Management Investor to the Company. The purchasers of Management Investor Shares hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances) and to require all sellers' signatures be guaranteed by a national bank or reputable securities broker. (g) The right of Investment Corp. and the Company to repurchase Management Investor Shares pursuant to this paragraph 3 shall terminate upon the first to occur of (i) the consummation of an Approved Sale or (ii) the consummation of an IPO.

Repurchase Option. (a) In the event Executive the Purchaser ceases to be employed a Service Provider for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries for any reason exclusive option (the “Separation”), "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unvested Unreleased Shares (whether held by Executive or one or more of Executive’s transferees, other than as defined in Section 4) at the Company) will original purchase price per share (the "Repurchase Price"). The Repurchase Option shall be subject to repurchase, in each case exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the Investors pursuant payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the terms and conditions set forth in this Section 3 (number of Shares being repurchased by the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any PersonCompany. (b) In Whenever the event Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a Separation part of the Company's purchase price for each Unvested Share will be the lesser rights under this Agreement and purchase all or a part of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) Shares. If the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company shall first be satisfied cash equal to the extent possible from the Unvested Shares held by Executive at the time of delivery of difference between the Repurchase Notice. If FMV and the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery aggregate Repurchase Price of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonShares.

Repurchase Option. (a) In Anytime following the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason date of this Agreement (the “SeparationRepurchase Period”), the Unvested Shares (whether held by Executive or one or more of Executive’s transfereesCompany shall have an irrevocable, other than exclusive option, but not the Company) will be subject obligation, to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares (to the extent repurchased, the “Repurchased Shares”), in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable at a price equal to two times the sum of (a) the Purchase Price and (b) any advances or additional cash contributions to capital made by the Purchaser (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time during the Repurchase Period, by delivering written notice (the “Repurchase Notice”) to the holder or holders such Purchaser of the Unvested Shares within ninety (90) days after the Separationits election to exercise its Repurchase Option. The Repurchase Notice will set forth shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Unvested Shares to be acquired from each holder, the Company is repurchasing (the “Repurchased Shares”) and (iii) the aggregate consideration Repurchase Price to be paid for the Repurchased Shares. The Repurchase Notice shall be accompanied by a check made out in the name of such Unvested Shares Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Shares so repurchased and all rights and interests therein or relating thereto shall be deemed canceled and the Company shall have the right to retain and transfer to its own name the Repurchased Shares. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. (b) If the Company shall exercise the Repurchase Option, at any time during the Repurchase Period and place for the closing Company consummates (i) a merger or other business combination with an operating business or (ii) a transaction pursuant to which the Company ceases to be a “shell company,” as defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended and a “blank check company,” as defined by Rule 419 of the transactionSecurities Act of 1933, as amended (a transaction pursuant to clause (i) or (ii) above, the “Business Combination”), upon written request from the Purchaser delivered within 30 days after the consummation of the Business Combination, the Company shall have the obligation to reissue to the Purchaser, in exchange for such Purchaser paying the Company the Repurchase Price, such number of Shares as shall be necessary so that the Purchaser shall acquire (1) all of the Repurchased Shares, if the Business Combination is consummated any time during the 30 day period from the date that the Company repurchases the Shares; (2) two-thirds (2/3) of the Shares, if the Business Combination is consummated any time during the period beginning 31 days through and including 60 days from the date that the Company repurchases the Shares; or (3) one-third (1/3) of the Shares, if the Business Combination is consummated any time during the period beginning 61 days through and including 90 days from the date that the Company repurchases the Shares. If the Company shall consummate a Business Combination at any time after the 90th day that the Company has exercised the Repurchase Option, the Purchaser shall not have the right to cause the Company to reissue any of the Shares. The number of Unvested Repurchased Shares to be repurchased by the Company reissued shall first be satisfied adjusted to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number outstanding shares of Unvested Shares which Common Stock or the Company has elected is adjusted at any time prior to purchasethe Business Combination. For example, if current shareholders of the Company shall purchase are required to surrender and cancel any shares of Common Stock as a condition to the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this AgreementBusiness Combination, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Repurchased Shares to be repurchased hereunder reissued shall be reduced on a pari passu basis. However, the aggregate Repurchase Price will still be allocated among Executive and paid by the other holders Shareholder upon issuance of Unvested Shares (if any) pro rata according to the such readjusted number of Unvested Shares to be purchased from such PersonRepurchased Shares.

Repurchase Option. (a) In Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 4 below, the Company will have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company) all or any portion of the Unvested Shares, in the event Executive ceases to be employed by the Company, Employer or and their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”a "SEPARATION REPURCHASE EVENT"). The Company may assign its repurchase rights set forth in this Section 3 SECTION 3(a) to any Person. (b) In the event of a For any Separation Repurchase Option, the purchase price for each Unvested Share will be the lesser of (i) Executive’s 's Original Cost for of the Carried Common Unit(s) or portion thereof in respect of which such Unvested Share was issued to Executive and (ii) the Fair Market Value of such Unvested Share as of the date of upon which the Separation Repurchase Notice (defined below)is delivered. (c) The Board Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”"SEPARATION REPURCHASE NOTICE") to the holder or holders of the Unvested Shares such securities within ninety (90) days after the SeparationSeparation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which that the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(sPermitted Transferee(s) of Unvested Shares under this Agreement, pro rata PRO RATA according to the number of Unvested Shares held by such other holder(sPermitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders Permitted Transferee(s) of Unvested Shares (if any) pro rata PRO RATA according to the number of Unvested Shares to be purchased from such Person. (d) The closing of the purchase of the Unvested Shares pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) the issuance of a subordinated promissory note of the Company bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, or (C) any combination of clauses (A) and (B) as the Board may elect in its discretion. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Unvested Shares is finally determined to be an amount at least 10% greater than the per share repurchase price for such Unvested Shares in the Separation Repurchase Notice, the Company shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Unvested Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Unvested Shares during the thirty-day period beginning on the date that the Company is given written notice that the Fair Market Value of a share of Unvested Shares was finally determined to be an amount at least 10% greater than the per share repurchase price for Unvested Shares set forth in the Separation Repurchase Notice.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares Carried Units (whether held by Executive or one or more of Executive’s transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that the Company may not assign to any Person its right to pay any portion of the Repurchase Price for Carried Units repurchased hereunder in the form of Class A Preferred, as set forth in Section 3(e). (b) In the event of a Separation Separation: (i) the purchase price for each Unvested Share Unit will be the lesser of (iA) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (iiB) the Fair Market Value of such Share Unit as of the date of Separation; and (ii) the purchase price for each Vested Unit will be the Fair Market Value of such unit as of the date of the Repurchase Notice (defined below)Separation. (c) The Board may elect to purchase all or any portion of the Unvested Shares Units or the Vested Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Carried Units within ninety (90) days one year after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares units and the time and place for the closing of the transaction. The number of Unvested Shares Carried Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Carried Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Carried Units then held by Executive is less than the total number of Unvested Shares Carried Units which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Carried Units elected to be purchased from the other holder(s) of Unvested Shares Carried Units under this Agreement, pro rata according to the number of Unvested Shares Carried Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares Units and Vested Units to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Carried Units (if any) pro rata according to the number of Unvested Shares Carried Units to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Carried Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Carried Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there will be Available Units, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Units and the purchase price for the Available Units. The Investors may elect to purchase any or all of the Available Units by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors based upon the number of Common Units owned by each Investor. 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 Carried Units as to the number of units being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them. (e) The closing of the purchase of the Carried Units pursuant to the 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 will pay for the Carried Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company’s Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price for such Carried Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred unit equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Carried Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of Section 3(e)(B), if the Company intends to repurchase 45,045 Carried Units by issuance of Class A Preferred and the aggregate repurchase price determined in accordance with this Section 3 is $1,500, then the Company would issue to Executive 1.5 units of Class A Preferred and for purposes of the LLC Agreement the whole unit of Class A Preferred issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred of $1,000 and the Capital Contributions made for the one-half unit of Class A Preferred would be $500. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Carried Units by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Carried Units hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Carried Units is finally determined to be an amount at least 10% greater than the per unit repurchase price for such Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Carried Units elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Carried Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of Carried Units was finally determined to be an amount at least 10% greater than the per unit repurchase price for Carried Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. (h) The provisions of this Section 3 shall terminate with respect to Vested Units upon the first to occur of the consummation of a Public Offering and the consummation of a Sale of the Company.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the The Company shall have a right and the Investors pursuant to the terms and conditions set forth in this Section 3 option (the “Repurchase Option”). ) to purchase Unvested Shares from Founder in accordance with the following provisions: (a) The Company may assign exercise the Repurchase Option at any time during the 45-day period following the Termination of Founder’s Service. Failure of the Company to exercise its repurchase rights set forth in this Section 3 Repurchase Option within such 45-day period shall be deemed to any Personconstitute a notification to Founder of the Company’s decision not to exercise its Repurchase Option. (b) In the event of a Separation the The purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date Shares purchased upon exercise of the Repurchase Notice (defined below)Option shall be $0.001 per share. (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to Option shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased exercisable by the Company shall first be satisfied by written notice delivered to Founder or his or her personal representative prior to the extent possible from the Unvested Shares held by Executive at the time of delivery expiration of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share45-day period specified in Subsection 2.2(a). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to Such notice shall indicate the number of Unvested Shares to be purchased and the date (not later than 10 days after the date of expiration of the Repurchase Option) on which the purchase is to be effected. To the extent one or more certificates representing Unvested Shares may have been previously delivered out of escrow to Founder, Founder, prior to the close of business on the date specified for the repurchase, shall deliver to the Company the certificate(s) representing the Unvested Shares to be purchased, each certificate to be properly endorsed for transfer and free and clear of any restrictions (other than the restrictions imposed under this Agreement and any Transfer Restriction Agreements), Liens, or claims, against payment of the purchase price for the Unvested Shares by check payable to the order of Founder. (d) If the Company shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Unvested Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such Persontime, Founder shall no longer have any rights as a holder of such Unvested Shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such Unvested Shares shall be deemed purchased in accordance with the applicable provisions of this Agreement and the Company shall be deemed the owner and holder of such shares, whether or not the certificates for such shares have been delivered as required by this Agreement. (e) In the event of any stock dividend, stock split, recapitalization, or other change affecting the outstanding Common Stock as a class effected without consideration, then any new, substituted, or additional securities or other property (including money paid other than as a regular cash dividend) that is by reason of any such transaction distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Option to the extent the Unvested Shares are at the time covered by such Repurchase Option. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number of Unvested Shares under this Agreement and to the price per share to be paid upon the exercise of the Repurchase Option in order to reflect the effect of any such transaction upon the Company’s capital structure.

Repurchase Option. (a) In If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the event Executive ceases Company shall have the right and option for ninety (90) days from such date to be employed purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Company, Employer or their respective Subsidiaries Purchaser for any reason (the “Separation”), the Unvested such Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In Upon the event occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be) with a Separation copy to the purchase price for each Unvested Share will be escrow agent described in Section 2 below, a notice in writing indicating the lesser Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such Share as notice and payment of the date aggregate repurchase price in any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or any portion a part of such Unvested Shares. (d) If the Unvested Shares Company does not elect to exercise the Repurchase Option conferred above by delivering written giving the requisite notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after following the Separation. termination, the Repurchase Option shall terminate. (e) The Repurchase Notice will set forth Option shall terminate in accordance with the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this vesting schedule contained in Purchaser’s Option Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases The Company hereby grants to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 IFC an option (the “Repurchase Option”). The ) to sell to the Company, and the Company may assign its repurchase rights set forth is obligated to purchase from IFC upon exercise of each such option, all the Repurchase Shares (as specified by IFC in the relevant Repurchase Notice) in accordance with the terms of this Section 3 to any PersonAgreement. (b) In The Repurchase Option may be exercised by IFC by delivery to the event Company of a Separation the purchase price for each Unvested Share will be the lesser of Repurchase Notice at any time within one hundred twenty (i120) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as days of the date upon which IFC becomes aware of the occurrence of a Repurchase Notice (defined below)Trigger Event. (c) The Board may elect to purchase all or any portion Repurchase Notice shall specify the number of Repurchase Shares (which shall be 100% of the Unvested IFC Shares by delivering written notice as of the date of such Repurchase Notice), the Repurchase Price for those Repurchase Shares (and the basis for its determination of the Repurchase Price), the bank account into which the Repurchase Price shall be paid, the nature of the relevant Repurchase Trigger Event and the settlement date (the “Repurchase NoticeSettlement Date”) to the holder or holders of the Unvested Shares within ninety for such repurchase (90which shall be not less than ten (10) days nor more than sixty (60) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery date of the Repurchase Notice). (d) On the Settlement Date: (i) the Company shall pay to IFC, into the bank account specified by IFC, the Repurchase Price set out in the Repurchase Notice in immediately available funds, without deduction whatsoever for any fees, taxes, duties, costs or other charges howsoever called unless such deduction is required pursuant to Applicable Law (including any laws or regulations with respect to IFC’s immunity from taxation and customs duties in the territories of IFC’s member countries); and (ii) IFC shall, after receipt of the Repurchase Price, transfer to the Company free of all liens and other encumbrances and rights of third parties the certificates, if any, evidencing title to the Repurchase Shares together with such instruments of transfer, if any, as required by the laws of the Country to effect the transfer. The Company hereby acknowledges that IFC is immune from all forms of taxation and customs duties, including withholding tax, in the territories of IFC’s member countries. Without prejudice to clause (i) of this Section 4.01(d), the Company will use commercially reasonable efforts to assist IFC, including by preparing necessary forms and other paperwork, to obtain the benefits of any immunity, exemption or relief from taxation to which IFC is entitled with respect to taxes imposed in respect of IFC’s ownership of shares in the Company. The Company further agrees that, at IFC’s request, it will use commercially reasonable efforts to make any filings and to take other actions to recover on IFC’s behalf any taxes withheld or paid which are recoverable, in each case with respect to taxes imposed in respect of IFC’s ownership of shares in the Company, but only to the extent that such filings may be made, or such withheld or paid taxes recovered by the Company, and cannot be legally filed, recovered or obtained, as the case may be, by IFC. If Company is required to withhold or deduct taxes, the number Company agrees to provide IFC with 20 calendar days’ advance notice of Unvested Shares then held by Executive is less than any amounts to be withheld purportedly representing IFC’s tax liability. (e) For the total number avoidance of Unvested doubt, IFC shall be entitled to any dividends, distributions or return of capital relating to the Repurchase Shares which are the Company has elected subject of the relevant Repurchase Notice which were declared or otherwise had a record date on or before the Settlement Date. To the extent that any such dividends, distributions or return of capital are paid to purchasethe Company, whether before or after the Settlement Date, the Company shall purchase be deemed to hold such amounts in trust and for the remaining Unvested Shares elected benefit of IFC and shall promptly pay to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according IFC an amount equal to the number of Unvested Shares held by such other holder(s) at the time of delivery amount of such Repurchase Notice dividends, distributions or return of capital so received by it. (determined as nearly as practicable f) Notwithstanding anything to the nearest share). The number contrary in this Section 4.01, the Company shall be obligated to pay the Repurchase Price only if and when the Company has funds lawfully available for the repurchase of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonRepurchase Shares.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries If Purchaser’s status as a Service Provider is terminated for any reason reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal representative, as the “Separation”)case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the lower of (i) the fair market value of the Unvested Shares on the date of repurchase and (whether held by Executive or one or more of Executive’s transferees, other than ii) the Company) will be subject to repurchase, in each case price paid by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 Purchaser for such Shares (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In Upon the event occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be) with a Separation copy to the purchase Escrow Agent described in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price for each Unvested Share will be the lesser or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such Share as notice and payment of the date aggregate repurchase price in any of the Repurchase Notice (defined below)ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) The Board Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or any portion a part of such Unvested Shares. (d) If the Unvested Shares Company does not elect to exercise the Repurchase Option conferred above by delivering written giving the requisite notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after following the Separation. termination, the Repurchase Option shall terminate. (e) The Repurchase Notice will set forth Option shall terminate in accordance with the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this vesting schedule contained in Purchaser’s Option Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation any voluntary or involuntary termination of the purchase price Purchaser's employment by, or services to, the Company for each Unvested Share will be any or no reason (including death or disability) before all of the lesser of Shares are released from the Company's Repurchase Option (i) Executive’s Original Cost for as defined below in Section 4), the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of Company shall, upon the date of such termination (as reasonably fixed and determined by the Repurchase Notice (defined belowCompany). (c) The Board may elect , have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to purchase repurchase all or any portion of the Unvested Unreleased Shares by delivering written notice (as defined below in Section 4) at such time at the original purchase price per share (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation"REPURCHASE PRICE"). The Repurchase Notice will set forth Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Agent, as defined below in Section 6) and shall be exercisable, at the Company's option, (i) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness, if any, to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the Repurchase Price times the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by (the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of "AGGREGATE REPURCHASE PRICE"). Upon delivery of such notice and the payment of the Aggregate Repurchase Notice. If Price in any of the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchaseways described above, the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according retain and transfer to its own name the number of Unvested Shares held being repurchased by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share)Company. The number of Unvested Shares to Repurchase Option set forth in this Section may be repurchased hereunder will be allocated among Executive assigned by the Company in whole or in part in its sole and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personunfettered discretion.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (bi) In the event of a Separation the purchase price termination of Purchaser's Service by Purchaser or the Company for each Unvested Share will be any reason, with or without cause, the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Notice (defined below). (cOption") The Board may elect for a period of 90 days from such date to purchase repurchase all or any portion of the Unvested Shares by delivering written notice (at the “Repurchase Notice”) per share repurchase price of $0.0001 per share, appropriately adjusted in the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the holder date of this Agreement. (ii) Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or holders all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company's intention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within ninety (90) 15 days after Company's notice of exercise of the SeparationRepurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). The In the event of any deemed automatic exercise of the Repurchase Notice will set forth Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such indebtedness equal to the purchase price of the Unvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held Company, without further action by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPurchaser.

Repurchase Option. (a) In Subject to the provisions of Section 4 below, in the event Executive ceases to be employed of any voluntary or involuntary termination of Purchaser's employment by, or services to, the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), Employer have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or their respective Subsidiaries for any reason portion of the unreleased Shares (pursuant to Section 4) at such time (the “Separation”"Repurchase Option") at the original purchase price per share (the "Repurchase Price"), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will . The Repurchase Option shall be subject to repurchase, in each case exercisable by the Company by written notice to the Purchaser or the Purchaser's executor and shall be exercisable, at the Company's option (i) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness, if any, to the Company equal to the purchase price for the Shares being repurchased or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the Repurchase Price times the number of shares to be repurchased (the "Aggregate Repurchase Price"). Upon delivery of such notice and the Investors pursuant payment of the Aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the terms and conditions number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 3 (may be assigned by the “Repurchase Option”). The Company may assign in whole or in part in its repurchase rights set forth in this Section 3 to any Personsole and unfettered discretion. (b) In the event of any stock dividend, stock split, recapitalization or other change affecting the Company's outstanding common stock as a Separation class effected without receipt of consideration, then any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which is by reason of any such transaction distributed with respect to the purchase price for each Unvested Share will Shares shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued immediately subject to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holderOption, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied but only to the extent possible from the Unvested Shares held by Executive are at the time covered by such right. Appropriate adjustments to reflect the distribution of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company such securities or property shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according made to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable hereunder and to the nearest share). The number of Unvested Shares price per share to be repurchased hereunder will be allocated among Executive and paid upon the other holders exercise of Unvested Shares (if any) pro rata according the Repurchase Option in order to reflect the number effect of Unvested Shares to be purchased from any such Persontransaction upon the Company's capital structure; provided, however, that the aggregate Purchase Price shall remain the same.

Repurchase Option. (ai) In the event Executive ceases that Purchaser shall at any time cease to be employed by have an employment, consulting or other service relationship with the Company, Employer Company (or their respective Subsidiaries any successor or its parent company) for any reason (the date of such termination being the “Separation”Termination Date “), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than Company shall have the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 right (the “Repurchase OptionOption “), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may assign exercise its repurchase rights set forth in this Section 3 Repurchase Option as to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase or all or any portion of the Unvested Shares at any time during the Option Period by delivering written notice to Purchaser, provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the “Delaware General Corporation Law), and the Repurchase Notice”Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the holder end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or holders deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares within ninety (90) days after being repurchased and all related rights and interests therein, and the Separation. The Repurchase Notice will set forth Company shall have the right to retain and transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company. (iii) If the Company shall first be satisfied neither notifies Purchaser prior to the extent possible end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(0), then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares held by Executive at the time deemed repurchased, and in no case shall Purchaser have any claim of delivery ownership as to any of the Repurchase Noticesuch Unvested Shares. If the number Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares then held by Executive is less than the total number of Unvested Shares as to which the Company has elected Repurchase Option was terminated, and Purchaser shall have no right whatsoever to purchase, receive the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPrice.

Repurchase Option. (a) In the event Executive If Purchaser ceases to be employed by the Company, Employer or their respective Subsidiaries a Service Provider for any reason (the “Separation”)reason, including for cause, death and Disability, the Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares (whether held as of the date on which Purchaser ceases to be a Service Provider at the exercise price paid by Executive or one or more Purchaser for such Shares in connection with the exercise of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 Option (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined belowcase may be). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares , within ninety (90) days after of the Separationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The Repurchase Notice will set forth closing shall take place at the number Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the date on which Purchaser ceases to be acquired from each holdera Service Provider, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing Repurchase Option shall terminate. (e) One hundred percent (100%) of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of shall initially be subject to the Repurchase NoticeOption. If the number of The Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased released from the other holder(s) Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Unvested Grant until all Shares under this Agreement, pro rata according to are released from the number of Unvested Repurchase Option. Fractional Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable shall be rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, the event Executive ceases Seller shall have the right to be employed repurchase all, but not less than all, of the Receivable Interests held by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company Investors and the Investors pursuant Banks upon not less than thirty (30) days prior written notice to the terms and conditions set forth in this Section 3 Purchaser Agents. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, the “Repurchase OptionDate”). The Company may assign its repurchase rights set forth On the Repurchase Date, the Seller shall transfer to each Purchaser Agent’s Account in this Section 3 immediately available funds an amount equal to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(sCapital of the Receivable Interests held by the Investors and the Banks, (ii) all accrued and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid fees owing to the Investors and the Banks under the Fee Agreements, (iv) the Liquidation Fee owing to the Investors and the Banks in respect of which such Share was issued to Executive repurchase and (iiv) the Fair Market Value of such Share as all expenses and other amounts payable hereunder to any of the date Administrative Agent, the Purchaser Agents, the Investors and the Banks (including, without limitation, reasonable and documented attorneys’ fees and disbursements for a single firm of primary counsel). Any repurchase pursuant to this Section 1.12 shall be made without recourse to or warranty by the Administrative Agent, the Purchaser Agents, the Investors or the Banks (except for a warranty that all Receivable Interests repurchased are transferred free of any lien, security interest or Adverse Claim created solely by the actions of the Administrative Agent, the Purchaser Agents, the Investors or the Banks). Further, on the Repurchase Notice (defined below). (c) The Board may elect to purchase Date the Bank Commitments for all or any portion the Banks shall terminate, each of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder Commitment Termination Date and Facility Termination Date shall have occurred, and no further purchases or holders reinvestments of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to Collections shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personmade hereunder.

Repurchase Option. (ai) In the event Executive ceases to be employed by the CompanyThe Company shall have an irrevocable, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 exclusive option (the “Repurchase Option”) for a period of three (3) years from the date hereof, to repurchase twenty-five percent (25%) of the Stock (the “Restricted Stock”), or such lesser amount of the Restricted Stock as elected by the Company at such time; if such repurchase occurs within one calendar year of the date hereof, the repurchase price shall be the original purchase price per share ($0.24) and if such repurchase occurs at or after one calendar year from the date hereof, the repurchase price shall be the Fair Market Value. The Repurchase Option shall be exercisable only in the event that the Purchaser’s employment by or services to the Company has been terminated due to death, Disability without Good Reason or for Cause (each as defined in Section 7 of the Employment and Non-Competition Agreement dated as of the date hereof by and among the Company, certain of its subsidiaries, and the Purchaser (the “Employment Agreement”). The Repurchase Option shall be exercised by the Company may assign its repurchase rights set forth by written notice to the Purchaser or his executor (with a copy to the Escrow Agent (as defined in this Section 3 6 hereof)) and, at the Company’s option, (i) by delivery to any Person. (b) In the event Purchaser or his executor with such notice of a Separation check in the purchase amount of the repurchase price for each Unvested Share will be the lesser Restricted Stock being repurchased, or (ii) by cancellation by the Company of an amount of Purchaser’s indebtedness to the Company equal to the repurchase price for the Stock being repurchased, or (iii) by a combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the Fair Market Value combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such Share as notice and the payment of the date repurchase price in any of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchaseways described above, the Company shall purchase become the remaining Unvested Shares elected legal and beneficial owner of the Stock (formerly, Restricted Stock) being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according retain and transfer to its own name the number of Unvested Shares held by such other holder(s) at the time of delivery shares of such Repurchase Notice Stock being repurchased by the Company. For the purposes of this Section 3, “Fair Market Value” shall mean the fair market value of the Restricted Stock as determined by the board of directors of the Company (the “Board”), provided, however, if the Purchaser disagrees with the Board’s determination of the fair market value of the Restricted Stock, then “Fair Market Value” shall mean the fair market value of the Restricted Stock as determined as nearly as practicable to by a United States nationally recognized appraiser selected by the nearest share)Board. The number cost of Unvested Shares to such appraiser shall be repurchased hereunder will be allocated among Executive and paid by the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonCompany.

Repurchase Option. (a) In the event Executive ceases to be employed the Purchaser's continuous status as an independent consultant ("Service Provider") terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), Employer or their respective Subsidiaries for any reason have an irrevocable, exclusive option (the “Separation”), "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unvested Shares (whether held by Executive or one or more as defined in Section 5) at the Exercise Price per share, plus interest at the rate of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions interest set forth in this Section 3 the Note (the “"Repurchase Option”Price"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Repurchase Option shall be exercised by the event Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 7)) and, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a Separation the purchase price for each Unvested Share will be the lesser combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase the Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option to purchase all or a part of the Unvested Shares. If the Fair Market Value of such Share as of the Unvested Shares to be repurchased on the date of such designation or assignment (the "Repurchase Notice (defined below). (cFMV") The Board may elect to purchase all or any portion exceeds the aggregate Repurchase Price of the Unvested Shares by delivering written notice (Shares, then each such designee or assignee shall pay the “Repurchase Notice”) Company cash equal to the holder or holders of difference between the Unvested Shares within ninety (90) days after Repurchase FMV and the Separation. The aggregate Repurchase Notice will set forth the number Price of Unvested Shares to be acquired from each holderpurchased. (d) If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within sixty (60) days following Purchaser's termination as a Service Provider, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company Repurchase Option shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personterminate.

Repurchase Option. (a) In the event Executive ceases violates Section 2.3(a) of this Agreement (a "Noncompete Breach"), or in the event Executive's employment by CSC and its Subsidiaries (including but not limited to be employed by the Company, Employer or their respective Subsidiaries ) terminates for any reason (the “Separation”a "Termination"), the Unvested Shares Executive Units (whether held by Executive MCS or one or more of Executive’s MCS's transferees, other than the CompanyHoldings or GTCR) will be subject to repurchaserepurchase by Holdings first, in each case by the Company Other Senior Managers second and the Investors third pursuant to the terms and conditions set forth in this Section 3 1.3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In If the event Repurchase Option becomes exercisable because of a Separation Noncompete Breach or a Termination resulting from CSC's or the Company's termination of Executive's employment for Cause, then, the purchase price for each Unvested Share Executive Unit will be the lesser lower of (i) Executive’s MCS's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (ii) the Fair Market Value of such Share Unit on the Date of Termination. If Executive's employment terminates other than as described in the preceding sentence, the purchase price for each (y) Executive Unit (other than an Unvested Common Unit) shall be the Fair Market Value of such Unit and (z) Unvested Common Unit shall be MCS's Original Cost for such Unit, in each instance as of the date of the related Repurchase Notice or Investor Notice (defined belowas hereinafter defined), as the case may be. (c) The Board may Holdings may, at the option of the Holdings Board, elect to purchase all or any portion of the Unvested Shares Executive Units from time to time by delivering written notice (the “"Repurchase Notice”") to the Other Senior Managers, the Investors and the holder or holders of such Executive Units from time to time during the Unvested Shares within ninety (90) 180 days after the SeparationNoncompete Breach or Termination, as the case may be. The Repurchase Notice will set forth the number of Executive Units, including the number of Unvested Shares Common Units and Vested Common Units, to be acquired from each the recipient holder, the aggregate consideration to be paid for such Unvested Shares Units and the time and place for the closing of the transaction. The . (d) If for any reason Holdings has not elected to purchase all of the Executive Units pursuant to the Repurchase Option, the Other Senior Managers shall be entitled to exercise the Repurchase Option for any or all of the Executive Units, including the Unvested Common Units and the Vested Common Units, Holdings has not elected to purchase (the "Available Units"), by giving written notice to Holdings and the holder(s) of the Available Units to be repurchased during the 30 days after the date of delivery to the Other Senior Managers of the Repurchase Notice (the "Management Repurchase Notice") setting forth the number of Unvested Shares Available Units each Other Senior Manager is willing to purchase. If the Other Senior Managers elect to purchase an aggregate number of Units greater than the number of Available Units, the Available Units shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, Holdings shall notify the holder(s) of the Available Units and the Investors as to the number of Units being purchased from such holder(s) by the Other Senior Managers (the "Supplemental Management Repurchase Notice"). At the time Holdings delivers the Supplemental Management Repurchase Notice to the holder(s) of the Available Units, Holdings shall also deliver written notice to each Other Senior Manager and the Investors setting forth the number of Units such Other Senior Manager is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction and, in the notice to the Investors, a statement of the number, type and purchase price of Available Units available for purchase by the Investors. (e) If for any reason the Other Senior Managers have elected not to purchase any or all of the Available Units pursuant to Section 1.3(d) above, the Investors may elect to purchase any or all of the Available Units not purchased by the Other Senior Managers by giving written notice to Holdings and the holder(s) of the Available Units to be repurchased within 30 days after the date of delivery to the Investors of the Supplemental Management Repurchase Notice (the "Investor Repurchase Notice") setting forth the number of Available Units the Investors are willing to purchase. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors pro rata based upon the number of Common Units owned by each Investor on a Fully Diluted Basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, Holdings shall notify each holder of Available Units as to the number of Units being purchased from such holder by the Investors (the "Supplemental Investor Repurchase Notice"). At the time Holdings delivers the Supplemental Investor Repurchase Notice to the holder(s) of Available Units, Holdings shall also deliver written notice to each Investor setting forth the number of Units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (f) Each closing of the purchase of the Executive Units pursuant to the Repurchase Option shall take place on the date designated by Holdings, the Other Senior Managers or the Investors in the related Repurchase Notice, Management Repurchase Notice, or Investor Repurchase Notice, as the case may be, but in any event not later than 270 days after the date of the Noncompete Breach or Termination. At such closing, MCS shall deliver to Holdings, the Other Senior Managers and/or the Investors, certificates representing the Executive Units to be repurchased by Holdings, the Company shall first Other Senior Managers and/or the Investors, and Holdings, the Other Senior Managers, and/or the Investors, as the case may be, will pay for the Executive Units to be satisfied purchased pursuant to the extent possible Repurchase Option, subject to Section 1.6 hereof and the terms below, on the date of the closing of the Repurchase Option. (g) Any payment made pursuant to this Section 1.3 shall be payable, at the option of Holdings, in cash, by check or with Class A Preferred Units; provided, that if Holdings elects to pay MCS with Class A Preferred Units, upon the request of Holdings, MCS shall enter into documentation with Holdings with respect to the issuance of such Class A Preferred Units on terms and conditions reasonably acceptable to Holdings. In addition, Holdings may pay the total purchase price for such Units by offsetting amounts outstanding under any bona fide debts owed by Executive or MCS to Holdings. Holdings, the Other Senior Managers and the Investors will be entitled to receive customary representations and warranties from the Unvested Shares held sellers regarding such sale and to require that all sellers' signatures be guaranteed. (h) If within six months following the repurchase of Executive Units pursuant to the Repurchase Option under this Section 1.3, (i) a Significant Sale or a Public Offering occurs and (ii) the amount received by MCS for Vested Common Units pursuant to the Repurchase Option is less than the amount that MCS would have received for such Vested Common Units had Holdings not repurchased such Vested Common Units pursuant to the Repurchase Option and had MCS disposed of such Vested Common Units (or such other securities into which such Vested Common Units may have been exchanged or converted) pursuant to such Significant Sale or Public Offering, then MCS shall be entitled to receive the benefit of such higher valuation for the Vested Common Units sold under the Repurchase Option. Subject to Section 1.6 hereof, the excess of (x) the amount which MCS would have received in such Significant Sale or Public Offering assuming the sale of his Vested Common Units purchased by exercise of the Repurchase Option in connection with such transaction, over (y) the purchase price of the Vested Common Units paid to MCS under the Repurchase Option (the "Excess"), shall be paid by Holdings (or any designee of Holdings) to MCS by wire transfer of immediately available funds (to such account designated in writing by MCS) promptly upon consummation of any such transaction; provided, however, if (i) the repurchase of Executive Units under this Section 1.3 was paid by Holdings with Class A Preferred Units and in connection with a Significant Sale the holders of Class A Preferred Units received consideration other than cash in exchange for such Class A Preferred Units, then Holdings may pay the Excess to MCS in the same form of consideration which the holders of Class A Preferred Units received in such Significant Sale, or (ii) the repurchase of Executive Units under this Section 1.3 was paid by Holdings with Class A Preferred Units and in connection with a Public Offering the Class A Preferred Units were converted into common stock or another form of equity security, then Holdings may pay the Excess to MCS in the form of common stock or such other equity security into which the Class A Preferred Units were converted in connection with such Public Offering; provided, further, if the repurchase of Executive Units under this Section 1.3 was paid by Holdings with Class A Preferred Units and at the time of delivery the Significant Sale or the Public Offering there were no issued and outstanding Class A Preferred Units other than Class A Preferred Units held by MCS, then MCS shall be paid the Excess by Holdings (or any designee of Holdings), at the option of Holdings, by wire transfer of immediately available funds (to such account designated in writing by MCS) or in the form of compensation received by the holders of Common Units, in either case promptly upon consummation of any such transaction. (i) In the event Holdings elects to repurchase Executive Units pursuant to this Section 1.3, CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the aggregate purchase price of the Repurchase Notice. If Executive Units subject to such repurchase, in order that Holdings can complete such repurchase in accordance with the number terms of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonSection 1.3.

Repurchase Option. (a) In the event Executive the Director ceases to be employed by a member of the Company, Employer or their respective Subsidiaries Board for any reason (the “SeparationTermination”), the Unvested Shares Director Securities (whether held by Executive the Director or one or more of Executivethe Director’s transferees, other than Permitted Transferees (as defined in the CompanyStockholders Agreement) will be subject to repurchase, in each case repurchase by the Company and the Investors holders of Investor Shares pursuant to the terms and conditions set forth in this Section 3 2 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to Repurchase Option for any PersonDirector Securities shall become effective on the later of the date the Director has held the Director Shares for six months or the date of the Termination (the “Repurchase Date”). (b) In If the event Director ceases to be a director of a Separation the Company for any reason, the purchase price for each Unvested Share will the Director Securities shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of thereof on the Repurchase Notice (defined below)Date. (c) The Board Company may elect to purchase all or any portion of the Unvested Shares Director Securities by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Director Securities within ninety (90) 60 days after the SeparationRepurchase Date. The Repurchase Notice will set forth the number of Unvested Shares Director Securities to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares Director Securities and the time and place for the closing of the transaction. The number of Unvested Shares Director Securities to be repurchased by the Company shall first be satisfied satisfied, to the extent possible possible, from the Unvested Shares Director Securities held by Executive the Director at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Director Securities then held by Executive the Director is less than the total number of Unvested Shares Director Securities which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Director Securities elected to be purchased from the other holder(s) of Unvested Shares Director Securities under this Agreement, pro rata according to the number of Unvested Shares Director Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (d) If for any reason the Company does not elect to purchase all of the Director Securities pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Director Securities which the Company has not elected to purchase (the “Available Shares”). The As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Unvested Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be repurchased hereunder will be allocated among Executive and purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the other number of shares of Investor Shares held by all such holders of Unvested Shares (if anyInvestor Shares) shall be reduced on a pro rata according basis in proportion to the number of Unvested Investor Shares held by all holders that have elected to purchase more than their pro rata share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Director Securities as to the number of Director Securities being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Director Securities which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Director Securities and the time and place of the closing of the transaction. (e) The closing of the purchase of the Director Securities pursuant to the 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 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Director Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Director Securities. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the sellers regarding such Personsale and to require all sellers’ signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Director Securities hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Director of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Director Securities promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Director Securities a new Repurchase Notice). (g) The right of the Company and the holders of Investor Shares to repurchase Director Securities pursuant to this Section 2 shall terminate upon the consummation of a Public Offering.

Repurchase Option. (ai) In the event Executive ceases that Purchaser shall at any time cease to be employed by have an employment, consulting or other service relationship with the Company, Employer Company (or their respective Subsidiaries any successor or its parent company) for any reason (the date of such termination being the “Separation”Termination Date “), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by . the Company and shall have the Investors pursuant to the terms and conditions set forth in this Section 3 right (the “Repurchase OptionOption “). for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $1.41 (the “Repurchase Price”). The Company may assign exercise its repurchase rights set forth in this Section 3 Repurchase Option as to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase or all or any portion of the Unvested Shares at any time during the Option Period by delivering written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period. in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the “Delaware General Corporation Law), and the Repurchase Notice”Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the holder end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or holders deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price: (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares within ninety (90) days after being repurchased and all related rights and interests therein, and the Separation. The Repurchase Notice will set forth Company shall have the right to retain and transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company. (iii) If the Company shall first be satisfied neither notifies Purchaser prior to the extent possible end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares held by Executive at the time deemed repurchased, and in no case shall Purchaser have any claim of delivery ownership as to any of the Repurchase Noticesuch Unvested Shares. If the number Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares then held by Executive is less than the total number of Unvested Shares as to which the Company has elected Repurchase Option was terminated, and Purchaser shall have no right whatsoever to purchase, receive the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPrice.

Repurchase Option. (a) In the event Executive ceases of any voluntary or involuntary termination of the Purchaser’s employment by or consulting or advisory services to be employed the Company for any or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries exclusive option for any reason a period of ninety (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company90) will be subject days from such date to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Unreleased Shares by delivering written notice (as defined in Section 4) at such time at the original purchase price per share of $0.0001 per share (the “Repurchase NoticePrice”) ). Said option shall be exercised by the Company by written notice to the holder Purchaser or holders Purchaser’s executor (with a copy to the Escrow Holder) and, at the Company’s option, (i) by delivery to the Purchaser or Purchaser’s executor with such notice of a check in the amount of the Unvested purchase price for the Shares within ninety being repurchased, or (90ii) days after by cancellation by the SeparationCompany of an amount of the Purchaser’s indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equal such repurchase price. The Repurchase Notice will set forth Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (b) Whenever the Company shall have the right to be acquired from each holderrepurchase Shares hereunder and the Company shall elect not to exercise such option, the aggregate consideration to be paid for such Unvested Shares Company may designate and the time and place for the closing assign one or more employees, officers or shareholders of the transaction. The number Company or other persons or organizations to exercise all or a part of Unvested the Company’s purchase rights under this Agreement and purchase all or a part of such Shares; provided that if the fair market value of the Shares to be repurchased by on the Company shall first be satisfied to date of such designation or assignment (the extent possible from “Repurchase FMV”) exceeds the Unvested Shares held by Executive at the time of delivery Repurchase Price of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive repurchased, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the other holders Repurchase Price of Unvested the Shares (if any) pro rata according which such designee or assignee shall have the right to the number of Unvested Shares to be purchased from such Personrepurchase.

Repurchase Option. (a) In Subject to Section 3(f) below, in the event Executive ceases to be employed by the Company, Employer Company or their respective its Subsidiaries for any reason (the “Separation”"Termination"), the Unvested Shares Executive Stock, which is Repurchasable Stock (as defined below) (whether held by Executive or one or more of Executive’s 's transferees), other than the Company) will be subject to repurchase, in each case repurchase by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the The purchase price for each Unvested Share share of Repurchasable Stock will be the lesser of (i) Executive’s Original Cost fair market value for such shares as reasonably determined by the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below)Company's Board. (c) The Board may elect elect, in its sole discretion, to purchase all or any portion of the Unvested Shares Repurchasable Stock by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Repurchasable Stock within ninety (90) 100 days after the SeparationTermination. The Repurchase Notice will set forth the number of Unvested Shares shares of Repurchasable Stock to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Repurchasable Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Repurchasable Stock then held by Executive is less than the total number of Unvested Shares shares of Repurchasable Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Repurchasable Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Repurchasable Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares shares of Repurchasable Stock to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Repurchasable Stock (if any) pro rata according to the number of Unvested Shares shares of Repurchasable Stock to be purchased from such Personperson. (d) If for any reason the Company does not elect to purchase all of the Repurchasable Stock pursuant to the Repurchase Option, the Investor shall be entitled, in its sole discretion, to exercise the Repurchase Option for the shares of Repurchasable Stock 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 60 days after the Termination, the Company shall give written notice (the "Option Notice") to the Investor setting forth the number of Available Shares and the purchase price for the Available Shares. The Investor may elect to purchase any or all of the Available Shares by giving written notice to the Company within thirty days 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 thirty day period set forth above, the Company shall notify each holder of Repurchasable Stock as to the number of shares being purchased from such holder by the Investor (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Repurchasable Stock, the Company shall also deliver written notice to the Investor setting forth the number of shares the Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Repurchasable Stock pursuant to the 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 thirty days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investor will pay for the Repurchasable Stock to be purchased pursuant to the Repurchase Option by delivery of a check, a wire transfer of funds and/or a note (payable in three equal annual installments commencing on the first anniversary of such closing and bearing interest at the corporate base rate as determined by the First National Bank of Chicago at the time the note is issued) in form and substance determined by the Board in good faith in the aggregate amount of the purchase price for such shares. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other debts owed by Executive to the Company. The Company and the Investor will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Repurchasable Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and any Subsidiary's debt and equity financing agreements. If any such restrictions prohibit the repurchase of Repurchasable Stock hereunder which the Company is otherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

Repurchase Option. (a) In the event Executive the Participant ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “SeparationTermination”), the Unvested Issued Shares (whether held by Executive the Participant or one or more transferees and including any Issued Shares acquired subsequent to such termination of Executive’s transferees, other than the Companyemployment) will be subject to repurchase, in each case repurchase by the Company and the Investors holders of Investor Shares pursuant to the terms and conditions set forth in this Section 3 2 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to Repurchase Option for any PersonIssued Shares shall become effective on the later of the date the Participant has held the Issued Shares for six months or the date of the Termination (the “Repurchase Date”). (b) In If the event Participant’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause and, at the time of a Separation such termination, Participant could not have been terminated by the Company or such Subsidiary with Cause, the purchase price for each Unvested Share will the Issued Shares shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of thereof on the Repurchase Notice Date. If the Participant’s employment with the Company and its Subsidiaries is (defined below)i) terminated by the Company or any such Subsidiary for Cause, or (ii) voluntarily terminated by the Participant, the purchase price for the Issued Shares shall be the lower of Fair Market Value on the Repurchase Date and Original Cost thereof. (c) The Board Company may elect to purchase all or any portion of the Unvested Issued Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Issued Shares within ninety (90) 60 days after the SeparationRepurchase Date. The Repurchase Notice will set forth the number of Unvested Issued Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Issued Shares and the time and place for the closing of the transaction. The number of Unvested Issued Shares to be repurchased by the Company shall first be satisfied satisfied, to the extent possible possible, from the Unvested Issued Shares held by Executive the Participant at the time of delivery of the Repurchase Notice. If the number of Unvested Issued Shares then held by Executive the Participant is less than the total number of Unvested Issued Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Issued Shares elected to be purchased from the other holder(s) of Unvested Issued Shares under this Agreement, pro rata according to the number of Unvested Issued Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (d) If for any reason the Company does not elect to purchase all of the Issued Shares pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Issued Shares which the Company has not elected to purchase (the “Available Shares”). The As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Unvested Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be repurchased hereunder will be allocated among Executive and purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the other number of shares of Investor Shares held by all such holders of Unvested Shares (if anyInvestor Shares) shall be reduced on a pro rata according rate basis in proportion to the number of Unvested Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Issued Shares as to the number of Issued Shares being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Issued Shares which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Issued Shares and the time and place of the closing of the transaction. (e) The closing of the purchase of the Issued Shares pursuant to the 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 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Issued Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Issued Shares. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the sellers regarding such Personsale and to require all sellers’ signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Shares hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Participant of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Issued Shares promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Issued Shares a new Repurchase Notice). (g) The right of the Company and the holders of Investor Shares to repurchase Issued Shares pursuant to this Section 2 shall terminate upon the consummation of an IPO (as hereinafter defined).

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “Separation”"Termination"), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany or an Exempt Transferee (as defined in paragraph 4(e) below)) will be subject to repurchase, in each case repurchase by the Company and the Investors Investor pursuant to the terms and conditions set forth in this Section paragraph 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Termination, the purchase price for each Unvested Share will be the lesser of (i) Executive’s 's Original Cost for such share, and the Carried Unit(s) in respect of which such purchase price for each Vested Share was issued to Executive and (ii) will be the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c) The Board Company's board of directors (the "Board") may elect to purchase all or any portion of the Unvested Shares and the Vested Shares by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 90 days after the SeparationTermination. The Repurchase Notice will set forth the number of Unvested Shares and Vested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares and Vested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Executive Stock (if any) pro rata according to the number of Unvested Shares shares of Executive Stock to be purchased from such Personperson. (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investor shall be entitled to exercise the Repurchase Option for the shares of Executive Stock 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 the Investor setting forth the number of Available Shares and the purchase price for the Available Shares. The Investor 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 Executive Stock as to the number of shares being purchased from such holder by the Investor (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investor setting forth the number of shares the Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Shares and Vested Shares to be repurchased hereunder shall be allocated among the Company and the Investor pro rata according to the number of shares of Executive Stock to be purchased by each of them. (e) The closing of the purchase of the Executive Stock pursuant to the 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 the Investor will pay for the Executive Stock 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. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Notes issued to the Company hereunder and any other bona fide debts owed by Executive to the Company. The Company and the Investor will be entitled to receive representations and warranties from the sellers as to their title to the Executive Stock being sold and to require all sellers' signatures be guaranteed. (f) The right of the Company and the Investor to repurchase Vested Shares pursuant to this paragraph 3 shall terminate upon the first to occur of the Sale of the Company or a Public Offering. (g) All shares of Executive Stock purchased by the Company pursuant to this paragraph 3 and pursuant to paragraph 4 shall remain available for reissuance to new executives as determined by the Board.

Repurchase Option. (a) In the event that Executive ceases to be employed by the Company, Employer or their respective Subsidiaries Company and its Affiliates for any reason (the “Separation”"TERMINATION"), then all of the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s transferees, other than the Company's Permitted Transferees) will be subject to repurchase, in each case repurchase by the Company and the Investors Investor pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Termination, (i) the purchase price for each Unvested Share of Common Stock will be the lesser of (i) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and share, (ii) the purchase price for each Vested Share of Common Stock will be the Fair Market Value for such share; provided, however, that if Executive's employment is terminated with Cause, the purchase price for each Vested Share of Vesting Common Stock will be Executive's Original Cost for such share and (iii) the purchase price for each share of Preferred Stock will be the Liquidation Value of such Share share (as defined in the Company's Certificate of the date of the Repurchase Notice (defined below)Incorporation) plus all accrued and unpaid dividends thereon. (c) The Board may elect to purchase all or any portion of the Unvested Shares and the Vested Shares subject to repurchase by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 120 days after the SeparationTermination Event. The Repurchase Notice will set forth the number of Unvested Shares and Vested Shares of each class to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of any class of Executive Stock then held by Executive is less than the total number of Unvested Shares shares of such class of Executive Stock which the Company has elected to purchase, then the Company shall purchase the remaining Unvested Shares shares of such class elected to be purchased from the other holder(s) of Unvested Shares Executive Stock issued under this AgreementAgreement (i.e., Permitted Transferees), pro rata according to the number of Unvested Shares shares of such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investor shall be entitled to exercise the Repurchase Option for the shares of any class of Executive Stock 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 ninety (90) days after the Termination Event, the Company shall give written notice (the "OPTION NOTICE") to the Investor setting forth the number of Available Shares and the purchase price for the Available Shares. The number Investor may elect to purchase any or all of Unvested the Available Shares by giving written notice to be repurchased hereunder will be allocated among the Company within twenty (20) days after the Option Notice has been given by the Company. As soon as practicable, and in any event within ten (10) days, after the expiration of the twenty (20) day period set forth above, the Company shall notify each holder of Executive and the other holders of Unvested Shares (if any) pro rata according Stock as to the number of Unvested Shares to be shares of each class being purchased from such Person.holder by the Investor (the

Repurchase Option. (a1) In Subject to termination of the Company’s Repurchase Option as provided in the Vesting Schedule specified in the Notice of Stock Option Grant, in the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries Participant is no longer a Service Provider for any reason (the “Separation”including death or disability), the Unvested Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase all or any portion of the Shares (whether held by Executive or one or more Participant as of Executive’s transferees, other than the Company) will be subject Termination Date as to repurchase, in each case by which the Company and the Investors pursuant to the terms and conditions right of repurchase set forth in this Section 3 the Vesting Schedule has not yet lapsed (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In at the event of a Separation the original purchase price per Share specified in the Notice of Stock Option Grant (adjusted for each Unvested Share will be any stock splits, stock dividends and the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined belowlike). (c2) The Board may elect to purchase all or any portion of Unless the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Company notifies Participant within ninety (90) days after from the Separation. The Termination Date that it does not intend to exercise its Repurchase Notice will set forth Option with respect to some or all of the number of Unvested Shares to be acquired from each holderthen subject thereto, the aggregate consideration to Repurchase Option shall be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased deemed automatically exercised by the Company shall first be satisfied as of the ninetieth (90th) day following such termination, provided that the Company may notify Participant that it is exercising its Repurchase Option as of a date prior to such ninetieth (90th) day. Unless Participant is otherwise notified by the Company pursuant to the extent possible from preceding sentence that the Unvested Company does not intend to exercise its Repurchase Option as to some or all of the Shares held by Executive to which it applies at the time of delivery termination, execution of this Agreement by Participant constitutes written notice to Participant of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Participant with respect to exercise of the Repurchase NoticeOption by either (A) delivering a check to Participant in the amount of the purchase price for the Shares being repurchased, or (B) in the event Participant is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. If In the number event of Unvested any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(2) in which Participant is indebted to the Company, such indebtedness equal to the purchase price of the Shares then held by Executive is less than being repurchased shall be deemed automatically canceled as of the total number of Unvested Shares which ninetieth (90th) day following the Termination Date unless the Company has elected otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to purchasethis Section 5(a), the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according transfer to its own name the number of Shares being repurchased by the Company, without further action by Participant. (3) Four Million Two Hundred Thirty-Seven Thousand Five Hundred Thirteen (4,237,513) shares of the Shares covered by the Option shall initially be subject to the Repurchase Option. The Unvested Shares held by such other holder(s) at shall be released from the time Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of delivery of such Stock Option Grant until all Shares are released from the Repurchase Notice (determined as nearly as practicable Option in accordance therewith. Fractional shares shall be rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “SeparationTermination”), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s transferees, other than the Company) will shall be subject to repurchase, in each case repurchase by the Company and the Investors Investor pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the The purchase price for each Unvested Share will shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive share and (ii) the Fair Market Value for such share (in each case, with shares having the lowest cost subject to repurchase prior to shares with a higher cost). The purchase price for each Vested Share shall be the Fair Market Value for such share; provided that, if Executive is terminated for Cause, then the purchase price for each Vested Share shall be the lesser of (A) Executive’s Original Cost for such Share as of share and (B) the date of Fair Market Value for such share (in each case, with shares having the Repurchase Notice (defined belowlowest cost subject to repurchase prior to shares with a higher cost). (c) The Board may elect to purchase all or any portion of the Unvested Shares and/or the Vested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 120 days after the SeparationTermination. The Repurchase Notice will shall set forth the number of Unvested Shares and Vested Shares to be acquired from each holderholder of Executive Stock, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares which shares of Executive Stock the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, Agreement pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). The number of Unvested Shares and Vested Shares to be repurchased hereunder will shall be allocated among Executive and the other holders of Unvested Shares Executive Stock (if any) pro rata according to the number of Unvested Shares shares of Executive Stock to be purchased from such Personpersons. (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investor shall be entitled to exercise the Repurchase Option for the shares of Executive Stock 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 120 days after the Termination, the Company shall give written notice (the “Option Notice”) to the Investor setting forth the number of Available Shares and the purchase price for the Available Shares. The Investor may elect to purchase any or all of the Available Shares by giving written notice to the Company within 30 days 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 30-day period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investor (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investor setting forth the number of shares the Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Shares and Vested Shares to be repurchased hereunder shall be allocated among the Company and the Investor pro rata according to the number of shares of Executive Stock to be purchased by each of them. (e) The closing of the purchase of the Executive Stock pursuant to the 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 60 days nor less than 15 days after the delivery of the later of either such notice to be delivered. The Company and/or the Investor shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds. In addition, the Company may pay the purchase price for such shares by offsetting bona fide debts owed by Executive to the Company or any of its subsidiaries. The purchasers of Executive Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such sale of shares (including, without limitation, representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances) and to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker. (f) The right of the Company and the Investor to repurchase Vested Shares pursuant to this Section 3 shall terminate upon the first to occur of the Sale of the Company or a Public Offering. (g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Employee Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its Subsidiaries’ debt financing agreements with unaffiliated third parties. If any such restrictions prohibit the repurchase of Employee Stock hereunder which the Company is otherwise required to make, the time periods provided in this Section 3 shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

Repurchase Option. (ai) In the event Executive ceases that Purchaser shall at any time cease to be employed by have an employment, consulting or other service relationship with the Company, Employer Company (or their respective Subsidiaries any successor or its parent company) for any reason (the date of such termination being the “SeparationTermination Date”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than Company shall have the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 right (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may assign exercise its repurchase rights set forth in this Section 3 Repurchase Option as to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase or all or any portion of the Unvested Shares at any time during the Option Period by delivering written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the “Delaware General Corporation Law), and the Repurchase Notice”Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the holder end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or holders deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares within ninety (90) days after being repurchased and all related rights and interests therein, and the Separation. The Repurchase Notice will set forth Company shall have the right to retain and transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company. (iii) If the Company shall first be satisfied neither notifies Purchaser prior to the extent possible end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares held by Executive at the time deemed repurchased, and in no case shall Purchaser have any claim of delivery ownership as to any of the Repurchase Noticesuch Unvested Shares. If the number Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares then held by Executive is less than the total number of Unvested Shares as to which the Company has elected Repurchase Option was terminated, and Purchaser shall have no right whatsoever to purchase, receive the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPrice.

Repurchase Option. (ai) In If the event Executive Grantee’s employment by the Company, or, where appropriate, a Subsidiary (as defined below) terminates (other than a termination for Cause (as defined below)), and if such termination occurs prior to the consummation of an IPO (as defined below), then each Share previously issued to the Grantee hereunder (a “Repurchase Share”) shall be subject to repurchase (a “Repurchase Option”) by the Company for a price equal to the Fair Market Value (as defined below) of such Repurchase Share. (ii) If the Grantee ceases to be employed by the Company or any of its Subsidiaries as a result of the Grantee’s termination for Cause and if such termination occurs prior to the consummation of an IPO, then, on the date the Company, Employer or their respective Subsidiaries where appropriate, a Subsidiary delivers notice of termination of employment for any reason (Cause to the “Separation”)Grantee, the Unvested Shares (whether held by Executive or one or more each Repurchase Share of Executive’s transferees, other than the Company) will such Grantee shall be subject to repurchase, in each case a Repurchase Option by the Company and the Investors pursuant for a price equal to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii1) the Fair Market Value of such Share as of the date of the Repurchase Notice Share, and (defined below)2) $10.00 per Share. (ciii) The Board may elect to purchase all As used herein, the term “Cause” means the Grantee’s: (1) commission of a felony; (2) unauthorized disclosure of confidential proprietary information of the Company or any portion Subsidiary which disclosure the Grantee knows or reasonably should have known would be reasonably likely to result in material damage to the Company or a Subsidiary; (3) material failure of the Unvested Shares Grantee to properly perform the duties of the position for which the Grantee is responsible; (4) engagement in material self dealing in breach of fiduciary duties with respect to the assets or properties of the Company or a Subsidiary unless disclosed to and approved by delivering written notice the disinterested members of the Board of Directors of the Company (the “Repurchase NoticeBoard”); (5) to act of gross misconduct in connection with the holder Grantee’s performance of his or holders her duties; or (6) chronic alcohol or drug abuse rendering the Grantee incapable of carrying out his or her duties as determined in good faith by the Unvested Shares within ninety (90) days Committee continuing after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Grantee is given a reasonable opportunity to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the obtain medical or other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personappropriate treatment or rehabilitation.

Repurchase Option. (ai) In the event Executive ceases of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be employed exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, Employer or their respective Subsidiaries for any reason without further action by Purchaser. (iii) One hundred percent (100%) of the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will shall initially be subject to repurchasethe Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case by that Purchaser's employment or consulting relationship with the Company and the Investors pursuant has not been terminated prior to the terms and conditions set forth in this Section 3 (date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Personnearest whole share. (biv) In the event of a Separation Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the purchase price consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for each Unvested Share will be Cause (as defined below) or terminated by the lesser Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) Executive’s Original Cost for the Carried Unit(sdirect or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) in respect of which such Share was issued to Executive and the voting stock of the Company, (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all a merger or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares consolidation in which the Company has elected to purchaseis a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company shall purchase immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the remaining Unvested Shares elected to be purchased from same proportions as their ownership of shares of the other holder(sCompany's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of Unvested Shares under this Agreementthe total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, pro rata according to as the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personcase may be.

Repurchase Option. (a) In If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the event Executive ceases Company shall have the right and option for ninety (90) days from such date to be employed purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Company, Employer or their respective Subsidiaries Purchaser for any reason (the “Separation”), the Unvested such Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the event Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of a Separation the purchase price for each Purchaser’s Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Notice (defined belowOption”). (c) The Board Upon the occurrence of such termination, the Company may elect exercise its Repurchase Option by delivering personally or by registered mail, to purchase all Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate repurchase price in any portion of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by delivering written notice the Company. (d) Whenever the “Repurchase Notice”) Company shall have the right to repurchase Unvested Shares hereunder, the holder Company may designate and assign one or holders more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares Shares. (e) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days after following the Separation. termination, the Repurchase Option shall terminate. (f) The Repurchase Notice will set forth Option shall terminate in accordance with the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this vesting schedule contained in Purchaser’s Option Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In Subject to 3(f) below, in the event Executive ceases to be employed by Director is no longer a member of the Company, Employer or their respective Subsidiaries for any reason (the “Separation”)Board, the Unvested Shares Director Stock (whether held by Executive Director or one or more of Executive’s Director's transferees, other than the Company) will be subject to repurchase, in each case repurchase by the Company and the Investors Investor pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the The purchase price for each Unvested Share will be the lesser of (i) Executive’s Director's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) or the Fair Market Value of for such share, and the purchase price for each Vested Share as of will be the date of the Repurchase Notice (defined below)Fair Market Value for such share. (c) The Board may elect to purchase all or any portion of the Unvested Shares and the Vested Shares by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Director Stock within ninety (90) 100 days after the Separationdate upon which Director is no longer a member of the Board. The Repurchase Notice will set forth the number of Unvested Shares and Vested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Director Stock held by Executive Director at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Director Stock then held by Executive Director is less than the total number of Unvested Shares shares of Director Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Director Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Director Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares and Vested Shares to be repurchased hereunder will be allocated among Executive Director and the other holders of Unvested Shares Director Stock (if any) pro rata according to the number of Unvested Shares shares of Director Stock to be purchased from such Personperson. (d) If for any reason the Company does not elect to purchase all of the Director Stock pursuant to the Repurchase Option, the Investor shall be entitled to exercise the Repurchase Option for the shares of Director Stock 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 60 days after the date upon which Director is no longer a member of the Board, the Company shall give written notice (the "Option Notice") to the Investor setting forth the number of Available Shares and the purchase price for the Available Shares. The Investor may elect to purchase any or all of the Available Shares by giving written notice to the Company within thirty days 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 thirty day period set forth above, the Company shall notify each holder of Director Stock as to the number of shares being purchased from such holder by the Investor (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Director Stock, the Company shall also deliver written notice to the Investor setting forth the number of shares the Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Shares and Vested Shares to be repurchased hereunder shall be allocated among the Company and the Investor pro rata according to the number of shares of Director Stock to be purchased by each of them. (e) The closing of the purchase of the Director Stock pursuant to the 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 thirty days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investor will pay for the Director Stock to be purchased pursuant to the Repurchase Option by delivery of a check, a wire transfer of funds and/or a note (payable in three equal annual installments commencing on the first anniversary of such closing and bearing interest at the corporate base rate as determined by the First National Bank of Chicago at the time the note is issued) in form and substance determined by the Board in good faith in the aggregate amount of the purchase price for such shares. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under the Director Note issued to the Company hereunder and any other debts owed by Director to the Company. The Company and the Investor will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (f) Notwithstanding anything to the contrary set forth above, in the event the Director is ready and willing to be a member of the Board, but is not so elected (other than for Cause), then subject to Section 3(h) below, Director shall be entitled to require the Company to purchase all Vested Shares as soon as practicable after the date upon which Director is no longer a member of the Board by delivery of written notice to the Company within 30 days following such date. The Company will pay for the Director Stock to be purchased pursuant to this Section 3(f) by delivery of a check, a wire transfer of funds and/or a note (payable in three equal annual installments commencing on the first anniversary of the date of purchase by the Company and bearing interest at the corporate base rate as determined by the First National Bank of Chicago at the time the note is issued) in form and substance determined by the Board in good faith. In addition, the Company, at its election, may pay the purchase price of any such shares by offsetting amounts outstanding under the Director Note issued to the Company hereunder and any other debts owed by Director to the Company. (g) The right of the Company and the Investor, and the requirement for the Company, to repurchase Vested Shares pursuant to this Section 3 shall terminate upon the first to occur of a Sale of the Company or a Qualified Public Offering. (h) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Director Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and any Subsidiary's debt and equity financing agreements. If any such restrictions prohibit the repurchase of Director Stock hereunder which the Company is otherwise entitled (or required) to make, the Company may (or shall) make such repurchases as soon as it is permitted to do so under such restrictions. (i) All shares of Director Stock purchased by the Company pursuant to this Section 3 and pursuant to Section 4 shall remain available for reissuance to new executives or directors as determined by the Board.

Repurchase Option. (a) In the event Executive ceases to be employed the Purchaser's continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), Employer or their respective Subsidiaries have an irrevocable, exclusive option for any reason a period of ninety (90) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 5) at the Exercise Price per share (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company"Repurchase Price") will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Repurchase Option shall be exercised by the event Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 7)) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a Separation the purchase price for each Unvested Share will be the lesser combination of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option to purchase all or a part of the Unreleased Shares. If the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Unreleased Shares to be repurchased by on the Company shall first be satisfied to date of such designation or assignment (the extent possible from "Repurchase FMV") exceeds the Unvested Shares held by Executive at the time of delivery aggregate Repurchase Price of the Repurchase Notice. If the number of Unvested Shares Unreleased Shares, then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.each

Repurchase Option. (a) In So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, the event Executive ceases Seller shall have the right to be employed repurchase all, but not less than all, of the Receivable Interests held by the CompanyInvestors and the Banks upon not less than 15 days’ prior written notice to the Purchaser Agents. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, Employer or their respective Subsidiaries for any reason (the “SeparationRepurchase Date”)) and, if specified in such notice, such repurchase may be conditioned upon the Unvested Shares (whether held by Executive or effectiveness of one or more of Executive’s transfereesother transactions specified in such notice (in which case, other than the Company) will such notice may be subject to repurchase, in each case revoked by the Company and the Investors pursuant Seller if any of those transactions is not to become effective by providing written notice to the terms and conditions set forth in this Section 3 (Purchaser Agents to such effect not less than three Business Days prior to the “Repurchase Option”Date). The Company may assign its repurchase rights set forth On the Repurchase Date, the Seller shall transfer to each Purchaser Agent’s Account in this Section 3 immediately available funds an amount equal to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(sCapital of the Receivable Interests held by the Investors and the Banks, (ii) all accrued and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid fees owing to the Investors and the Banks under the Fee Agreements, (iv) the Liquidation Fee owing to the Investors and the Banks in respect of which such Share was issued to Executive repurchase and (iiv) the Fair Market Value of such Share as all expenses and other amounts payable hereunder to any of the date Administrative Agent, the Purchaser Agents, the Investors and the Banks (including, without limitation, reasonable and documented attorneys’ fees and disbursements for a single firm of primary counsel). Any repurchase pursuant to this Section 1.12 shall be made without recourse to or warranty by the Administrative Agent, the Purchaser Agents, the Investors or the Banks (except for a warranty that all Receivable Interests repurchased are transferred free of any lien, security interest or Adverse Claim created solely by the actions of the Administrative Agent, the Purchaser Agents, the Investors or the Banks). Further, on the Repurchase Notice (defined below). (c) The Board may elect to purchase Date the Bank Commitments for all or any portion the Banks shall terminate, each of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder Commitment Termination Date and Facility Termination Date shall have occurred, and no further purchases or holders reinvestments of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to Collections shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Personmade hereunder.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, before all of the Shares are released from the Company’s Repurchase Option (a) In as defined below), the event Executive ceases to be employed Company shall, upon the date of such Termination (as reasonably fixed and determined by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), have an irrevocable, exclusive option, but not the Unvested Shares obligation, for a period of sixty (whether held by Executive or one or more of Executive’s transferees60) days, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within commencing ninety (90) days after the Separationdate Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Unreleased Shares (as defined below in Section 3.3) at such time (the “Repurchase Option”) at the original cash purchase price per share (the “Repurchase Price”). The Repurchase Notice will set forth Option shall lapse and terminate one hundred fifty (150) days after Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable. The Repurchase Option shall be exercisable by the Company by written notice to Holder or Holder’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company’s option, by delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by (the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchasePrice, the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to be purchased from retain and transfer to its own name the other holder(s) number of Unvested Shares being repurchased by the Company. In the event the Company repurchases any Shares under this AgreementSection 3.1, pro rata according any dividends or other distributions paid on such Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonCompany.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason The Co-Invest Units (the “Separation”), the Unvested Shares (in each case whether held by Executive or one or more of Executive’s transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors under the circumstances and pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation resulting from or by way of: (i) a termination for Cause or voluntary resignation without Good Reason, the purchase price for each Unvested Share Co-Invest Unit (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be the lesser of (iA) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (iiB) the Fair Market Value of such Share Unit as of the date Separation Date; and (ii) a termination without Cause, resignation for Good Reason, or death or Disability, the purchase price for each Co-Invest Unit (in each case, whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be the Fair Market Value of such Unit as of the Repurchase Notice (defined below).Separation Date; and (c) The Board In the event of a Separation described in Sections 3(b)(i) or 3(b)(ii) above, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Shares Co-Invest Units eligible for purchase pursuant to this Section 3 by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares such securities within ninety (90) six months and 10 days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Co-Invest Units to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares units and the time and place for the closing of the transaction. The number of Unvested Shares Co-Invest Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Co-Invest Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Co-Invest Units then held by Executive is less than the total number of Unvested Shares which Co-Invest Units that the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Co-Invest Units elected to be purchased from the other holder(s) of Unvested Shares Co-Invest Units under this AgreementAgreement (i.e., Executive’s permitted transferees), pro rata according to the number of Unvested Shares Co-Invest Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareUnit). The number of Unvested Shares Co-Invest Units to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Co-Invest Units (if any) pro rata according to the number of Unvested Shares Co-Invest Units to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Co-Invest Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Co-Invest Units that the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within five months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within six months and 10 days after the Separation. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of Class A Units owned by each Investor. As soon as practicable, and in any event within ten days, after the expiration of the six-month and ten-day period set forth above, the Company shall notify each holder of Co-Invest Units as to the number of Co-Invest Units being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Co-Invest Units, the Company shall also deliver written notice to each Investor setting forth the number of Co-Invest Units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Co-Invest Units pursuant to the 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 will pay for the Co-Invest Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any promissory note executed by Executive pursuant to Section 1(a) and Section 1(b) in connection with his acquisition of Co-Invest Units, and will pay the remainder of the purchase price by a check or wire transfer of funds. Each Investor will pay for the Co-Invest Units purchased by it by a check or wire transfer of funds. The Company and the Investors will only be entitled to receive representations and warranties from the sellers regarding ownership and authority. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Co-Invest Units is finally determined to be an amount at least 20% greater than or lesser than the per Co-Invest Unit repurchase price for such Co-Invest Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Co-Invest Units elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Co-Invest Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a Co-Invest Unit was finally determined to be an amount at least 20% greater than or lesser than the per Co-Invest Unit repurchase price for Co-Invest Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. (g) In the event Executive fails to make any of the capital contributions that he is required to make from time to time pursuant to Section 1(b) above (a “Triggering Event”) following a Separation, the Co-Invest Units purchased by Executive (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to the provisions of Section 3.1(a) of the LLC Agreement (which shall be the sole remedy in the case of a Triggering Event) but such failure shall not be deemed to be a breach of this Agreement (but with it being understood that any failure to make any such capital contributions prior to a Separation shall constitute a breach of this Agreement); provided that upon the occurrence of a Triggering Event, Executive shall be deemed to have permanently and irrevocably forfeited his right to make any additional capital contributions to the Company at any Subsequent Closing. (h) The provisions of this Section 3 will terminate with respect to the Co-Invest Units upon the consummation of a Public Offering or a Liquidity Event.

Repurchase Option. a. If the Service of the Participant with the Company terminates for Cause prior to a Sale of the Company or an IPO, the Company or its designee shall have the right (abut not the obligation) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason repurchase (the “SeparationRepurchase Right”)) any or all Vested Shares, the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth herein and in this Section 3 2.12 the Operating Agreement (including, but not limited to, determination of the “Repurchase Option”). The Company may assign its repurchase rights Redemption Price as set forth in Section 2.12 of the Operating Agreement, but subject to Section 4.b. of this Schedule I, and provided that the Redemption Price shall take into account the “profits interest” nature of the Shares within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and Revenue Procedure 2001-43, 2001-2 C.B. 191, and the limitation on the rights of the Shares to participate in distributions as set forth in Section 3 to any Person2), the Participant shall be treated as a “Withdrawing Member” and the events described in clauses (a) through (e) above shall be treated as a “Redemption Event”. (bb. If the Company exercises the Repurchase Right and the value of the Shares is initially determined by an appraiser selected by the Company, then, notwithstanding anything in Section 2.12(e) In of the event Operating Agreement to the contrary: i. The Company shall instruct the appraiser selected by it not to take into account any minority interest discount or any discount for lack of a Separation marketability in determining the purchase price for each Unvested Share will be value of the lesser Shares; ii. If the Participant disagrees with the value of (i) Executive’s Original Cost for the Carried Unit(s) Shares as determined by the appraiser selected by the Company and the Participant notifies the Company in respect of which such Share was issued to Executive and (ii) the Fair Market Value writing of such Share as disagreement, the Participant may engage a second independent appraiser to determine the value of the date Shares, and the Redemption Price shall be selected by third appraiser mutually agreed by the appraiser selected by the Company and the appraiser selected by the Participant, which third appraiser shall be required to select either the value of the Repurchase Notice (defined below). (c) The Board may elect to purchase all Shares as determined by the appraiser selected by the Company or any portion the value of the Unvested Shares as determined by delivering written notice (the “Repurchase Notice”) appraiser selected by the Participant, based on which appraisal such third appraiser believes more accurately reflects the value of the Shares; and iii. If there is a Sale of the Company pursuant to a sale process initiated by the Company before the first anniversary of the Termination Date and the value of the consideration the Participant would have received with respect to the holder or holders Shares in connection with such Sale of the Unvested Company if such Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be had not been repurchased by the Company exceeds the Redemption Price (as determined prior to taking into account the adjustment contemplated by this Section 4.b.iii), the Redemption Price shall first be satisfied increased by the amount of such excess. c. The Company’s Repurchase Right described herein may, in the Company’s discretion, be exercised by a designee or designees of the Company and, for the purposes of this section, references to the extent possible from “Company” shall (unless the Unvested context otherwise requires) include its designee or designees. d. Notwithstanding anything contained herein, the Company may delay payment of the Redemption Price for such period as may be necessary to avoid adverse accounting consequences for the Company, to avoid violation of the terms of any financing agreement applicable to the Company or to avoid violation of any provisions of Applicable Laws restricting distributions or the redemption of equity by the Company. e. In the event that any Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected Participant shall be transferred to purchaseanother person or entity, the Company Company’s Repurchase Right shall purchase the remaining Unvested Shares elected extend and apply to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested all Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Persontransferee or transferees.

Repurchase Option. (a) In the event Executive ceases to So long as no Event of Termination or Incipient Event of Termination would occur or be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”)continuing after giving effect thereto, the Unvested Shares Seller shall have the right (whether held by Executive or but not any obligation) to repurchase that portion of each Receivable Interest sold pursuant hereto representing one or more of Executive’s transfereesspecified Pool Receivables which are Defaulted Receivables, other than the Company) will be subject to repurchase, in each case or otherwise identified for repurchase by the Company and Seller in order to conform with, or not to breach, any provision of or order under, the Investors pursuant Foreign Extraterritorial Measures Act (Canada) or regulations thereunder, upon not less than three Business Days’ prior written notice to the terms and conditions set forth in this Section 3 Agent. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, the “Repurchase OptionDate”)) and shall identify the Receivables to be included in such repurchase. The Company may assign its repurchase rights set forth On the Repurchase Date, the Seller shall transfer to the Agent’s Account in this Section 3 immediately available funds an amount equal to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) Outstanding Balance of the Receivables included in respect of which such Share was issued to Executive repurchase and (ii) the Fair Market Value excess, if any, of the Aggregate Capital over the Collateral Availability (excluding the Receivables included in such repurchase), and upon receipt thereof, the Agent and the Banks shall be deemed to assign and release, without recourse, representation or warranty, their right, title and interest in and to the Receivables included in such repurchase. In connection with any such repurchase, the Agent shall execute and deliver, at the Seller’s request and expense, any assignment or release that the Seller may reasonably request to evidence the repurchase of the applicable Receivables. At such time, if any, that the aggregate Outstanding Balance of all Receivables repurchased pursuant to this Section exceeds 2% of the aggregate Outstanding Balance of all Pool Receivables, the Seller will (or will cause the Servicer or the applicable Originator to) instruct all Obligors of Receivables that are repurchased pursuant hereto to remit all of their payments in respect of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect Receivables to purchase all accounts or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less post offices boxes other than the total number of Unvested Shares which Deposit Accounts or the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonLock-Boxes.

Repurchase Option. (a) In Anytime following the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason date of this Agreement (the “SeparationRepurchase Period”), the Unvested Shares (whether held by Executive or one or more of Executive’s transfereesCompany shall have an irrevocable, other than exclusive option, but not the Company) will be subject obligation, to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable at a price equal to (i) two times the sum of (a) the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to the holder or holders such Purchaser of the Unvested Shares within ninety (90) days after the Separationits election to exercise its Repurchase Option. The Repurchase Notice will set forth shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Unvested Shares to be acquired from each holder, Warrants the Company is repurchasing and (iii) the aggregate consideration Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Unvested Shares Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Warrants so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled and the Company shall have the right to retain and transfer to its own name the Repurchased Securities. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. (b) If the Company shall exercise the Repurchase Option, at any time during the Repurchase Period and place for the closing Company consummates (i) a merger or other business combination with an operating business or (ii) a transaction pursuant to which the Company ceases to be a “shell company,” as defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended and a “blank check company,” as defined by Rule 419 of the transactionSecurities Act of 1933, as amended (a transaction pursuant to clause (i) or (ii) above, the “Business Combination”), upon written request from the Purchaser delivered within 30 days after the consummation of the Business Combination, the Company shall have the obligation to reissue to the Purchaser, in exchange for such Purchaser paying the Company the Repurchase Price, such number of Warrants as shall be necessary so that the Purchaser shall acquire (1) all of the Repurchased Securities, if the Business Combination is consummated any time during the 30 day period from the date that the Company repurchases the Warrants; (2) two-thirds (2/3) of the Warrants, if the Business Combination is consummated any time during the period beginning 31 days through and including 60 days from the date that the Company repurchases the Warrants; or (3) one-third (1/3) of the Warrants, if the Business Combination is consummated any time during the period beginning 61 days through and including 90 days from the date that the Company repurchases the Warrants. If the Company shall consummate a Business Combination at any time after the 90th day that the Company has exercised the Repurchase Option, the Purchaser shall not have the right to cause the Company to reissue any of the Warrants. The number of Unvested Shares Repurchased Securities to be repurchased by the Company reissued shall first be satisfied adjusted to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number outstanding shares of Unvested Shares which Common Stock or the Company has elected is adjusted at any time prior to purchasethe Business Combination. For example, if current shareholders of the Company shall are required to surrender and cancel any warrants to purchase shares of Common Stock as a condition to the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this AgreementBusiness Combination, pro rata according to the number of Unvested Shares held Repurchased Securities to be reissued shall be reduced on a pari passu basis. However, the aggregate Repurchase Price will still be paid by such other holder(s) at the time of delivery Purchaser upon issuance of such Repurchase Notice (determined as nearly as practicable to the nearest share). The readjusted number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonRepurchased Securities.

Repurchase Option. (a) In Subject to the terms and conditions set forth in this SECTION 3(a) and SECTION 4 below, the Company will have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from Executive and his transferees (other than the Company) all or any portion of the Unvested Shares, in the event Executive ceases to be employed by the Company, Employer or and their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”a "SEPARATION REPURCHASE EVENT"). The Company may assign its repurchase rights set forth in this Section 3 SECTION 3(a) to any Person. (b) In the event of a For any Separation Repurchase Option, the purchase price for each Unvested Share will be the lesser of (i) Executive’s 's Original Cost for of the Carried Common Unit(s) or portion thereof in respect of which such Unvested Share was issued to Executive and (ii) the Fair Market Value of such Unvested Share as of the date of upon which the Separation Repurchase Notice (defined below)is delivered. (c) The Board Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”"SEPARATION REPURCHASE NOTICE") to the holder or holders of the Unvested Shares such securities within ninety (90) days after the SeparationSeparation Repurchase Event. The Separation Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Separation Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which that the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(sPermitted Transferee(s) of Unvested Shares under this Agreement, pro rata PRO RATA according to the number of Unvested Shares held by such other holder(sPermitted Transferee(s) at the time of delivery of such Separation Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders Permitted Transferee(s) of Unvested Shares (if any) pro rata PRO RATA according to the number of Unvested Shares to be purchased from such Person. (d) The closing of the purchase of the Unvested Shares pursuant to the Separation Repurchase Option shall take place on the date designated by the Company in the Separation Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Separation Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) the issuance of a subordinated promissory note of the Company bearing interest at a rate equal to the prime rate (as published in THE WALL STREET JOURNAL from time to time) and having such maturity as the Company shall determine in good faith, not to exceed three years, or (C) any combination of clauses (A) and (B) as the Board may elect in its discretion. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Unvested Shares is finally determined to be an amount at least 10% greater than the per share repurchase price for such Unvested Shares in the Separation Repurchase Notice, the Company shall have the right to revoke its exercise of the Separation Repurchase Option for all or any portion of the Unvested Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Unvested Shares during the thirty-day period beginning on the date that the Company is given written notice that the Fair Market Value of a share of Unvested Shares was finally determined to be an amount at least 10% greater than the per share repurchase price for Unvested Shares set forth in the Separation Repurchase Notice.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective Subsidiaries any Subsidiary for any reason (the a “Separation”), the Unvested Separation”),the Shares and all other Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Separation, the Executive Shares purchased hereunder shall be subject to repurchase as follows: (i) the purchase price for each Unvested Share of Common Stock will be the Executive’s Original Cost for such share; provided, that if Executive’s employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the purchase price for each Unvested Share of Common Stock will be the lesser of (ia) Executive’s Original Cost for such share and (b) the Carried Unit(s) in respect of which Fair Market Value for such Share was issued to Executive share, and (ii) the purchase price for each Vested Share of Common Stock will be the Fair Market Value for such share; provided that if Executive’s employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the purchase price for each Vested Share of Common Stock will be the lesser of (a) Executive’s Original Cost for such Share as of share and (b) the date of the Repurchase Notice (defined below)Fair Market Value for such share. (c) The Board In the event of a Separation, any other Executive Securities not otherwise described in Section 3(b) above shall be subject to repurchase as follows: the purchase price for each share of Common Stock will be the Fair Market Value for such share. (d) In the event of a Separation, the Company may elect to purchase all or any portion of the Unvested Shares Executive Securities by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Executive Securities within ninety (90) 60 days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares and Vested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares securities and the time and place for the closing of the transaction. The number of Unvested Shares securities to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Executive Securities then held by Executive is less than the total number of Unvested Shares such securities which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares securities elected to be purchased from the other holder(s) of Unvested Shares Executive Securities under this Agreement, pro rata according to the number of Unvested Shares Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares and Vested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Executive Securities (if any) pro rata according to the number of Unvested Shares Executive Securities to be purchased from such Person. (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 2 months nor less than 5 days after the delivery of such notice. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price to the extent reasonably permissible under the Company’s and its Subsidiaries’ equity financing agreements and agreements evidencing indebtedness for borrowed money and to the extent the Company has the financial wherewithal at the time to make such payments, by a check or wire transfer of funds and, if not, by a subordinate note or notes, each on terms acceptable to banks and other financial institutions loaning money to the Company and its Subsidiaries, payable in up to three substantially equal, semi-annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time, in the aggregate amount of the purchase price for such securities. The Company will be entitled to receive customary representations and warranties from the sellers of Executive Securities (including representations and warranties regarding good title to the Executive Securities, the absence of any liens on such title or other encumbrances with respect to the Transfer of the Executive Securities and the ability of such sellers to consummate the sale). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company’s or any Subsidiaries’ equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Executive’s written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

Repurchase Option. (ai) In the event Executive ceases to be employed by of the Company, Employer voluntary or their respective Subsidiaries involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “SeparationTermination Date”)) have an irrevocable, the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 exclusive option (the “Repurchase Option”). The Company may assign its ) for a period of 90 days from such date to repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares held by delivering written notice (the “Repurchase Notice”) to the holder or holders Purchaser as of the Unvested Shares Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) Unless the Company notifies Purchaser within ninety (90) 90 days after from the Separation. The date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Notice will set forth Option with respect to some or all of the number of Unvested Shares to be acquired from each holderShares, the aggregate consideration to Repurchase Option shall be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased deemed automatically exercised by the Company shall first be satisfied as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the extent possible from preceding sentence that the Unvested Company does not intend to exercise its Repurchase Option as to some or all of the Shares held by Executive to which it applies at the time of delivery termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase NoticeOption by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. If In the number event of Unvested any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares then held by Executive is less than being repurchased shall be deemed automatically canceled as of the total number 90th day following termination of Unvested Shares which Purchaser’s employment or consulting relationship unless the Company has elected otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to purchasethis Section 3(a), the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) Unless otherwise provided for in the Vesting Schedule set forth in the Notice of Stock Option Grant, one hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Unvested Shares held by such other holder(s) at shall be released from the time Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of delivery of such Stock Option Grant until all Shares are released from the Repurchase Notice (determined as nearly as practicable Option. Fractional shares shall be rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive 3.1 If Purchaser ceases to be employed by the Company, Employer or their respective Subsidiaries a Service Provider for any reason (the “Separation”)reason, including for Cause, death and Disability, the Unvested Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unreleased Shares (whether held by Executive or one or more as defined below) as of Executive’s transferees, other than the Company) will date on which Purchaser ceases to be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 a Service Provider (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 ) at a price per share equal to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executivethe fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Company’s Original Cost for the Carried Unit(s) in respect board of which such Share was issued to Executive directors and (ii) the Fair Market Value of purchase price paid by Purchaser for such Share as of Shares in connection with the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice Stock Purchase Rights (the “Repurchase NoticePrice”) for a period of 90 days after said termination (the “Repurchase Period”). Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to the holder or holders repurchase any of the Unvested Shares within ninety (90) days after shares of Common Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the Separation. The Repurchase Notice will set forth event that the number of Unvested Shares to be acquired from each holderCompany repurchases shares, the aggregate consideration repurchase price may be less than the price Purchaser originally paid and that Purchaser bears any risk associated with the potential loss in value. 3.2 The Company shall be deemed to be paid for such Unvested Shares and have exercised the time and place for the closing Repurchase Option as of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery last day of the Repurchase Notice. If the number Period, unless an officer of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected notifies the Purchaser during the Repurchase Period in writing (delivered or mailed as provided in Section 8) that the Company expressly declines to purchaseexercise its Repurchase Option for some or all of the Unreleased Shares. During the Repurchase Period, the Company shall purchase pay to the remaining Unvested Purchaser the Repurchase Price for the Unreleased Shares elected being repurchased. The Company shall be entitled to pay for any Unreleased Shares purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Note given in payment for the Unreleased Shares), or by a combination of both. Upon exercise of the Repurchase Option, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or related thereto, and all of the Purchasers rights with respect to such shares shall immediately cease and terminate, except only the right of the Purchaser to receive payment of the Repurchase Price for the Unreleased Shares being repurchased, and the Company shall have the right to transfer to its own name the Unreleased Shares being repurchased by the Company, without further action by Purchaser. The Company shall make such notations as it determines necessary or appropriate in the books and records of the Company to reflect any repurchase under this Section 3.2. 3.3 If the Company declines in writing to exercise its Repurchase Option pursuant Section 3.2, the Repurchase Option shall terminate. 3.4 One hundred percent (100%) of the Shares shall initially be purchased subject to the Repurchase Option. The Shares shall be released from the other holder(sRepurchase Option in accordance with the vesting schedule set forth in the Grant Notice, subject to Purchaser not experiencing a Termination of Service on or prior to such date, (the “Vesting Schedule”) of Unvested until all Shares under this Agreement, pro rata according to are released from the number of Unvested Repurchase Option. Fractional Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable shall be rounded to the nearest whole share). The number of Unvested . 3.5 Any Shares which from time to time have not yet been released from the Company’s Repurchase Option pursuant to Section 3.4 above shall be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according referred to the number of Unvested Shares to be purchased from such Personherein as “Unreleased Shares.”

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (bi) In the event of a Separation the purchase price voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for each Unvested Share will be any reason (including death or disability), with or without cause, the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Notice (defined below). (cOption") The Board may elect for a period of 60 days from such ----------------- date to purchase repurchase all or any portion of the Unvested Shares held by delivering written notice Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the “like); provided, however, that the -------- ------- Repurchase Notice”) Option shall continue for a period of up to one year from the Termination Date to the holder or holders extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Unvested Shares within ninety Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (90ii) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to Option shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased exercised by the Company shall first be satisfied by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the extent possible from Company, by cancellation by the Unvested Company of an amount of such indebtedness equal to the purchase price for the Shares held being repurchased, or (C) by Executive at a combination of (A) and (B) so that the time combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Repurchase Notice. If purchase price in any of the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchaseways described above, the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according transfer to its own name the number of Unvested Shares held being repurchased by such other holder(sthe Company, without further action by Purchaser. (iii) at The Repurchase Option shall be in effect with respect to 75% of the time of delivery Shares and shall lapse as to 1/48 of such shares on the monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Notice Option (determined as nearly as practicable provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive the Purchaser ceases to be employed a Service Provider for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries for any reason exclusive option (the “Separation”), "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unvested Unreleased Shares (whether held by Executive or one or more of Executive’s transferees, other than as defined in Section 4) at the Company) will original purchase price per share (the "Repurchase Price"). The Repurchase Option shall be subject to repurchase, in each case exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the Investors pursuant payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the terms and conditions set forth in this Section 3 (number of Shares being repurchased by the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any PersonCompany. (b) In Whenever the event Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a Separation part of the Company's purchase price for each Unvested Share will be the lesser rights under this Agreement and purchase all or a part of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) Shares. If the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company shall first be satisfied cash equal to the extent possible from the Unvested Shares held by Executive at the time of delivery of difference between the Repurchase Notice. If FMV and the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery aggregate Repurchase Price of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonShares.

Repurchase Option. 8.1 If, according to the Special Audited Accounts, the Company either: (a) In fails to attain a Net Profit exceeding the event Executive ceases Guaranteed Net Profit or fails to be employed by achieve the Company, Employer or their respective Subsidiaries for any reason (Guaranteed Turnover during the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.Restricted Trading Period; or (b) making loss in any single quarter in the Restricted Trading Period, then the Purchaser may at its sole and absolute discretion, within three (3) months from the issue of the Special Audited Accounts, by notice in writing to the Vendors ("the Purchaser's Repurchase Notice") request the Vendors to either, (i) repurchase the Sale Interests and the Vendors shall transfer to the Purchaser or its nominee all of the Consideration which have been paid pursuant to Clause 4.1 and Clause 8.3 free from Encumbrances in consideration of all beneficial and equitable interest in the registered capital of the Company then held by the Purchaser and/or the Purchaser's Nominees being transferred to the Vendors, or (ii) transfer or procure to be transferred to the Purchaser such percentage number of additional equity interests in the entire capital of the Company (i.e. additional percentage equity interest in addition to the Sale Interests) ("Additional Sale Interests") calculated as follows : A (%)= ( ((28,700,000 / 6.5) / Net Profit) x 100 ) - (41) whereby A is the percentage additional number of equity interest in the entire capital of the Company to be transferred to the Purchaser in addition to the Sales Interest; and In the event that the Purchaser exercises its rights to obtain Additional Sale Interests as set out above, (a) no additional consideration for the same shall be paid or be payable by the Purchaser to any of a Separation the purchase price Vendors and for each Unvested Share will the purpose of this Agreement, the consideration for the Additional Sale Interests shall be deemed to have been included and paid for under Clause 4.1(i) above; and (b) the lesser Vendors shall transfer and assign to the Purchaser the Additional Sale Interests pro-rata and according to their Relevant Proportion. 8.2 If, upon expiry of the Restricted Trading Period, the return accrued or derived from the Consideration Shares is less than 41% of the Company's Net Profit, then all of the Vendors may (but not individually) at their collective and absolute discretion, within three (3) months from the issue of the Special Audited Accounts, by notice in writing to the Purchaser ("the Vendors' Repurchase Notice"), request the Purchaser to either, (i) Executive’s Original Cost for repurchase the Carried Unit(s) Consideration Shares and transfer to the Vendors all beneficial and equitable interest in respect the registered capital of the Company then held by the Purchaser and/or the Purchaser's Nominees in consideration of all of the Consideration which such Share was issued have been paid pursuant to Executive Clause 4.1 and Clause 8.3 free from Encumbrances being transferred to the Purchase, or (ii) issue and allot to the Fair Market Value Vendors such total number of additional shares of and in the Holding Company ("Additional Hartcourt Shares") calculated as follows: X = ((41% x Net Profit) - (Number of Consideration Shares x (average closing price per Consideration Share for the last thirty (30) trading days, including the date on which the Restricted Trading Period ends) - RMB28,700,000))) / (average closing price per Consideration Share for the last thirty (30) trading days, including the date on which the Restricted Trading Period ends ) whereby X is the aggregate total number of shares in the Holding Company to be issued and allotted to the Vendors. In the event that the Vendors exercise their rights to obtain Additional Hartcourt Shares as set out above, (a) such Share as of Additional Hartcourt Shares shall be credited and deemed fully paid by the Vendors; and (b) the Purchaser shall issue and allot the Additional Hartcourt Shares to the Vendors pro rata and in accordance to their Relevant Proportion. 8.3 The Vendors shall, within 7 days from the date of the Purchaser's Repurchase Notice or the Vendors' Repurchase Notice (defined belowas the case may be), deliver to or cause to be delivered to the Purchaser the following in respect of the relevant Consideration Shares: (a) duly executed transfer instruments and contract notes in favor of the Purchaser or its nominees together with the relevant share certificates; and (b) such other documents as may be reasonably required to give good title to the Consideration Shares free from Encumbrances to enable the Purchaser or its nominees (or as it may nominate) to become the registered holder thereof, against which the Purchaser shall transfer and assign or procure the transfer and assign to the Vendors of all equitable and beneficial interest and all shareholding in the Company then held by it and/or the Purchaser's Nominees. (c) The Board may elect to purchase all 8.4 For the purposes of this Clause 8, return accrued or any portion derived from the Consideration Shares shall be calculated by reference to: the multiple of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders average closing price of the Unvested Consideration Shares within ninety for the last thirty (9030) trading days after including the Separation. The Repurchase Notice will set forth date on which the Restricted Trading Period ends and the number of Unvested Shares to the Consideration Shares, then less RMB28,700,000. 8.5 The Special Audited Accounts shall be acquired from each holder, issued by the aggregate consideration to be paid for such Unvested Shares accounting firms in P.R.C. which are jointly entrusted by the Vendors and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonPurchaser.

Repurchase Option. (a) 3.1 In the event Executive ceases to be employed Management Stockholder violates Section 3(a) of the Employment Agreement (a "Noncompete Breach"), or in the event Management Stockholder's employment by the Company, Employer or their respective Company and its Subsidiaries terminates for any reason (the “Separation”a "Termination"), the Unvested Shares Restricted Securities (whether held by Executive Management Stockholder or one or more of Executive’s Management Stockholder's transferees, other than the CompanyCompany or GTCR) will be subject to repurchase, in each case repurchase by the Company first, the Other Senior Managers second and the Investors third pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In 3.2 If the event Repurchase Option becomes exercisable because of a Separation Noncompete Breach or a Termination resulting from Coinmach Corporation's termination of Management Stockholder's employment for Cause, then, the purchase price for each Unvested Share Restricted Security will be the lesser lower of (i) Executive’s Management Stockholder's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (ii) the Fair Market Value of such Share Unit on the Date of Termination. If Management Stockholder's employment terminates other than as described in the preceding sentence, the purchase price for each (y) Restricted Security (other than an Unvested Common Unit) shall be the Fair Market Value of such Unit and (z) Unvested Common Unit shall be Management Stockholder's Original Cost for such Unit, in each instance as of the date of the related Repurchase Notice or Investor Notice (defined belowas hereinafter defined), as the case may be. (c) 3.3 The Board may Company may, at the option of the Board, elect to purchase all or any portion of the Unvested Shares Restricted Securities from time to time by delivering written notice (the “"Repurchase Notice”") to the Other Senior Managers, the Investors and the holder or holders of such Restricted Securities from time to time during the Unvested Shares within ninety (90) 180 days after the SeparationNoncompete Breach or Termination, as the case may be. The Repurchase Notice will set forth the number of Restricted Securities, including the number of Unvested Shares Common Units and Vested Common Units, to be acquired from each the recipient holder, the aggregate consideration to be paid for such Unvested Shares Units and the time and place for the closing of the transaction. The . 3.4 If for any reason the Company has not elected to purchase all of the Restricted Securities pursuant to the Repurchase Option, the Other Senior Managers shall be entitled to exercise the Repurchase Option for any or all of the Restricted Securities, including the Unvested Common Units and the Vested Common Units, the Company has not elected to purchase (the "Available Units"), by giving written notice to the Company and the holder(s) of the Available Units to be repurchased during the 30 days after the date of delivery to the Other Senior Managers of the Repurchase Notice (the "Management Repurchase Notice") setting forth the number of Unvested Shares Available Units each Other Senior Manager is willing to purchase. If the Other Senior Managers elect to purchase an aggregate number of Units greater than the number of Available Units, the Available Units shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify the holder(s) of the Available Units and the Investors as to the number of Units being purchased from such holder(s) by the Other Senior Managers (the "Supplemental Management Repurchase Notice"). At the time the Company delivers the Supplemental Management Repurchase Notice to the holder(s) of the Available Units, the Company shall also deliver written notice to each Other Senior Manager and the Investors setting forth the number of Units such Other Senior Manager is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction and, in the notice to the Investors, a statement of the number, type and purchase price of Available Units available for purchase by the Investors. 3.5 If for any reason the Other Senior Managers have elected not to purchase any or all of the Available Units pursuant to Section 3.4 above, the Investors may elect to purchase any or all of the Available Units not purchased by the Other Senior Managers by giving written notice to the Company and the holder(s) of the Available Units to be repurchased within 30 days after the date of delivery to the Investors of the Supplemental Management Repurchase Notice (the "Investor Repurchase Notice") setting forth the number of Available Units the Investors are willing to purchase. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors pro rata based upon the number of Common Units owned by each Investor on a Fully Diluted Basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Available Units as to the number of Units being purchased from such holder by the Investors (the "Supplemental Investor Repurchase Notice"). At the time the Company delivers the Supplemental Investor Repurchase Notice to the holder(s) of Available Units, the Company shall also deliver written notice to each Investor setting forth the number of Units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. 3.6 Each closing of the purchase of the Restricted Securities pursuant to the Repurchase Option shall take place on the date designated by the Company, the Other Senior Managers or the Investors in the related Repurchase Notice, Management Repurchase Notice, or Investor Repurchase Notice, as the case may be, but in any event not later than 270 days after the date of the Noncompete Breach or Termination. At such closing, Management Stockholder shall deliver to the Company, the Other Senior Managers and/or the Investors, certificates representing the Restricted Securities to be repurchased by the Company shall first Company, the Other Senior Managers and/or the Investors, and the Company, the Other Senior Managers, and/or the Investors, as the case may be, will pay for the Restricted Securities to be satisfied purchased pursuant to the extent possible Repurchase Option, subject to Section 4.6 hereof and the terms below, on the date of the closing of the Repurchase Option. 3.7 Any payment made pursuant to this Section 3 shall be payable, at the option of the Company, in cash, by check or with Class A Preferred Units; provided, that if the Company elects to pay Management Stockholder with Class A Preferred Units, upon the request of the Company, Management Stockholder shall enter into documentation with the Company with respect to the issuance of such Class A Preferred Units on terms and conditions reasonably acceptable to the Company. In addition, the Company may pay the total purchase price for such Units by offsetting amounts outstanding under any bona fide debts owed by Management Stockholder to the Company. The Company, the Other Senior Managers and the Investors will be entitled to receive customary representations and warranties from the Unvested Shares held sellers regarding such sale and to require that all sellers' signatures be guaranteed. 3.8 If within six months following the repurchase of Restricted Securities pursuant to the Repurchase Option under this Section 3, (i) a Sale of the Company or a Public Offering occurs and (ii) the amount received by Executive Management Stockholder for Vested Common Units pursuant to the Repurchase Option is less than the amount that Management Stockholder would have received for such Vested Common Units had the Company not repurchased such Vested Common Units pursuant to the Repurchase Option and had Management Stockholder disposed of such Vested Common Units (or such other securities into which such Vested Common Units may have been exchanged or converted) pursuant to such Sale of the Company or Public Offering, then Management Stockholder shall be entitled to receive the benefit of such higher valuation for the Vested Common Units sold under the Repurchase Option. Subject to Section 4.6 hereof, the excess of (x) the amount which Management Stockholder would have received in such Sale of the Company or Public Offering assuming the sale of his Vested Common Units purchased by exercise of the Repurchase Option in connection with such transaction, over (y) the purchase price of the Vested Common Units paid to Management Stockholder under the Repurchase Option (the "Excess"), shall be paid by the Company (or any designee of the Company), shall be paid by the Company (or any designee of the Company) to Management Stockholder by wire transfer of immediately available funds (to such account designated in writing by Management Stockholder) promptly upon consummation of any such transaction; provided, however, if (i) the repurchase of Restricted Securities under this Section 3 was paid by the Company with Class A Preferred Units and in connection with a Sale of the Company the holders of Class A Preferred Units received consideration other than cash in exchange for such Class A Preferred Units, then the Company may pay the Excess to Management Stockholder in the same form of consideration which the holders of Class A Preferred Units received in such Sale of the Company, or (ii) the repurchase of Restricted Securities under this Section 3 was paid by the Company with Class A Preferred Units and in connection with a Public Offering the Class A Preferred Units were converted into common stock or another form of equity security, then the Company may pay the Excess to Management Stockholder in the form of common stock or such other equity security into which the Class A Preferred Units were converted in connection with such Public Offering; provided, further, if the repurchase of Restricted Securities under this Section 3 was paid by the Company with Class A Preferred Units and at the time of delivery the Sale of the Repurchase Notice. If Company or the number of Unvested Shares then Public Offering there were no issued and outstanding Class A Preferred Units other than Class A Preferred Units held by Executive is less than Management Stockholder, then Management Stockholder shall be paid the total number of Unvested Shares which Excess by the Company has elected to purchase(or any designee of the Company), the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time option of delivery the Company, by wire transfer of immediately available funds (to such Repurchase Notice (determined as nearly as practicable to account designated in writing by Management Stockholder) or in the nearest share). The number form of Unvested Shares to be repurchased hereunder will be allocated among Executive and compensation received by the other holders of Unvested Shares (if any) pro rata according to the number Common Units, in either case promptly upon consummation of Unvested Shares to be purchased from any such Persontransaction.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (bi) In the event of a Separation the purchase price voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for each Unvested Share will be any reason (including death or disability), with or without cause, the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Notice (defined below). (cOption") The Board may elect for a period of 60 days from such date to purchase repurchase all or any portion of the Unvested Shares held by delivering Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the “Repurchase Notice”amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the holder Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or holders (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Unvested Shares within ninety (90) days after shall initially be subject to the SeparationRepurchase Option. The Unvested Shares shall be released from the Repurchase Notice will Option in accordance with the Vesting Schedule set forth in the number Notice of Unvested Stock Option Grant until all Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible are released from the Unvested Shares held by Executive at the time of delivery of the Repurchase NoticeOption. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company Fractional shares shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective any of its Subsidiaries for any reason (the a “SeparationTermination”), the Unvested Shares (whether held by all Executive or one or more of Executive’s transferees, other than the Company) will Units shall be subject to repurchase, in each case repurchase from Executive (or other holders thereof) by the Company and the Investors MDCP pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Termination, (i) the purchase price for each Unvested Share will Unit shall be the lesser of (iA) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unvested Unit and (iiB) the Fair Market Value of such Share Unvested Unit as of the date of repurchase, and (ii) the Repurchase Notice purchase price for each Vested Unit shall be the Fair Market Value of such Vested Unit as of the date of repurchase; provided, however, if Executive employment is terminated with Cause, the purchase price for each Executive Unit (defined below)whether vested or not) shall be the lesser of (A) Executive’s Original Cost for such Executive Unit and (B) the Fair Market Value of such Executive Unit as of the date of repurchase. (c) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Units subject to repurchase under this Section 3 by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Executive Units (i) within 120 days following the date of Executive’s Termination (the “Termination Date”) for any Unvested Shares within ninety Unit and for any Executive Unit that has been a Vested Unit for 181 or more days prior to the Termination Date and (90ii) for any Executive Unit that has been a Vested Unit for 180 or fewer days prior to the Termination Date, no earlier than 181 days and no later than 210 days after the SeparationTermination Date. The Repurchase Notice will shall set forth the number of Unvested Shares Executive Units to be acquired from each holderholder of Executive Units, the aggregate consideration to be paid for such Unvested Shares Executive Units and the time and place for the closing of the transaction. The number of Unvested Shares Executive Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Units held by Executive at the time of delivery of the Repurchase Notice. If If, due to permitted transfers by Executive, the number of Unvested Shares Executive Units then held by Executive is less than the total number of Unvested Shares which Executive Units the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Executive Units elected to be purchased from the other holder(stransferee(s) of Unvested Shares Executive Units under this Agreement, pro rata according to the number of Unvested Shares Executive Units held by such other holder(stransferee(s) at the time of delivery of such Repurchase Notice Notice. (determined as nearly d) If for any reason the Company does not elect to purchase all of the Executive Units pursuant to the Repurchase Option, then MDCP shall be entitled to exercise the Company’s Repurchase Option in the manner set forth in Section 3(a) for all or any portion of the number of Executive Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there shall be Available Units, but in any event within 210 days after the Termination Date, the Company shall deliver written notice (the “Option Notice”) to MDCP setting forth the number of Available Units and the price for each Available Unit. MDCP may elect to purchase any number of Available Units by delivering written notice to the nearest share)Company within 30 days after receipt of the Option Notice from the Company. The number As soon as practicable, and in any event within 30 days after the expiration of Unvested Shares to be repurchased hereunder will be allocated among such 30-day period, the Company shall notify Executive and the any other holders holder(s) of Unvested Shares (if any) pro rata according Executive Units as to the number of Unvested Shares Executive Units being purchased from Executive by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to Executive and such other holder(s) of Executive Units, MDCP shall also receive written notice from the Company setting forth the number of Units it is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Executive Units pursuant to the Company’s exercise of the Repurchase Option shall take place on the date designated in the Repurchase Notice or Supplemental Repurchase Notice, as applicable, which date shall not be more than 280 days after the Termination Date. The Company shall pay for any Executive Units to be purchased by it pursuant to the Repurchase Option by (i) delivery of a check or wire transfer of funds, (ii) a subordinate note or notes payable in up to two equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate published in the “Money Rates” column of The Wall Street Journal or (iii) a combination of clauses (i) and (ii), in the aggregate amount of the purchase price for such Executive Units. MDCP shall pay for any Executive Units to be purchased by it 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 Executive Units. Any notes issued by the Company pursuant to this paragraph (e) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. In addition, the Company and MDCP may pay the purchase price for such Executive Units by offsetting amounts outstanding under any indebtedness or obligations owed by Executive to the Company or any of its Subsidiaries or MDCP. The purchasers of Executive Units hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such Personsale of Executive Units (including representations and warranties regarding good title to such Executive Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Units by the Company shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Units hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 3 shall be suspended, and the Company may make such repurchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Units were eligible for repurchase pursuant to Section 3(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. In addition, and without limiting the generality of the foregoing, in the event Executive invokes Executive’s consent rights regarding a determination of Fair Market Value as set forth in this Agreement, the notice and repurchase time periods set forth in this Section 3 shall be tolled until such appraisal has been completed. (g) The Repurchase Option set forth in this Section 3 shall terminate with respect to Vested Units upon and following the consummation of an IPO.

Repurchase Option. (ai) In the event Executive ceases to be employed by the Company, Employer If Purchaser's Continuous Status as an Employee or their respective Subsidiaries Consultant terminates for any reason (the “Separation”including for cause, death or disability), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of shall upon the date of such termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Notice (defined below). (cOption") The Board may elect for a period of 60 days ----------------- from such date to purchase repurchase all or any portion of the Unvested Shares held by delivering Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the “Repurchase Notice”amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the holder Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or holders (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Unvested Shares within ninety (90) days after shall initially be subject to the SeparationRepurchase Option. The Unvested Shares shall be released from the Repurchase Notice will Option in accordance with the Vesting Schedule set forth in the number Notice of Unvested Stock Option Grant until all Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible are released from the Unvested Shares held by Executive at the time of delivery of the Repurchase NoticeOption. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company Fractional shares shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event that Executive ceases to be employed by the Company, Employer or their respective Subsidiaries Company and DGS for any reason (the “Separation”"SEPARATION"), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will be subject to repurchase, in each case by at the Company option of the Company, GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR") and GTCR Co-Invest, L.P., a Delaware limited partnership (together with GTCR, the Investors "INVESTORS" and each, an "INVESTOR"), Xxx X. Xxxxx ("Bajaj") and Xxxx Xxxxxxxxxx ("Xxxxxxxxxx") pursuant to the terms and conditions set forth in this Section 3 3(a) (the “Repurchase Option”"REPURCHASE OPTION"). A percentage of the Executive Stock will be subject to repurchase at the Fair Market Value for such shares, calculated in accordance with the following schedule (the "FAIR MARKET VALUE SHARES"): (i) 2.0833% as of the Initial Date; (ii) 2.0833% on the last day of each full calendar month beginning with the first full calendar month following the Initial Date, PROVIDED HOWEVER, that no further shares of Executive Stock will become Fair Market Value Shares following the Separation; and (iii) 100% upon a Sale of the Company. The Company may assign its repurchase rights set forth in this Section 3 to any Personpurchase price for the remaining shares of Executive Stock shall be the Executive's Original Cost for such shares (the "ORIGINAL COST SHARES"). (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board Company may elect to purchase all or any portion of the Unvested Original Cost Shares and the Fair Market Value Shares by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 180 days after the Separation. The Repurchase Notice will set forth the number of Unvested Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Executive Stock (if any) pro rata according to the number of Unvested Shares shares of Executive Stock to be purchased from such Personperson. (c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors, Bajaj and Xxxxxxxxxx shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that 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 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors, Bajaj and Xxxxxxxxxx setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors, Bajaj and Xxxxxxxxxx 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. If the Investors, Bajaj and Xxxxxxxxxx elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors, Bajaj and Xxxxxxxxxx based upon the number of shares of Common Stock owned by each on a fully diluted basis (excluding, in the case of Bajaj and Xxxxxxxxxx, Unvested Executive Stock, as defined in those Senior Management Agreements dated September 7, 2001, among the Company, DigitalNet and each of Bajaj and Xxxxxxxxxx, respectively). 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 Executive Stock as to the number of shares being purchased from such holder by the Investors, Bajaj and Xxxxxxxxxx (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors, Bajaj and Xxxxxxxxxx setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors, Bajaj and Xxxxxxxxxx pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors, Bajaj and Xxxxxxxxxx shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. (d) The closing of the purchase of the Executive Stock pursuant to the 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 will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors, Bajaj and Xxxxxxxxxx will pay for the Executive Stock purchased by it by a check or wire transfer of funds. The Company, the Investors, Bajaj and Xxxxxxxxxx will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Company Board, each of the Company, the Investors, Bajaj and Xxxxxxxxxx shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) the thirty-day period beginning on the date the Company, the Investors, Bajaj and Xxxxxxxxxx receive Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Company Board. (g) Subject to the restrictions contained in SECTION 4(b)(ii) hereof, promptly following the occurrence of Public Offering, the Company shall use all commercially reasonable efforts to file a Form S-8/S-3 under the Securities Act in order to enable the Executive Stock to be registered under the Securities Act and to be resold from time to time by Executive; provided that after the fifth anniversary of the Initial Date, the Executive may only sell Executive Stock under such Form S-8/S-3 up to a maximum number of shares of Executive Stock equal to the greater of (x) in any three month period, an amount equal to the greater of the amount specified in Rule 144(e)(1) (without regard to any other restriction under Rule 144) and (y) an amount that could be sold by Executive pursuant to SECTION 4(b) of this Agreement (without regard to SECTION 4(c) of this Agreement). (h) The provisions of SECTION 3(a) through SECTION 3(f), inclusive, shall terminate immediately prior to consummation of a Liquidity Event (provided that the Liquidity Event is consummated).

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective any of its Subsidiaries for any reason (the a “SeparationTermination”), the Unvested Shares (whether held by all Executive or one or more of Executive’s transferees, other than the Company) will Units shall be subject to repurchase, in each case repurchase from Executive (or other holders thereof) by the Company and the Investors MDCP pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Termination, (i) the purchase price for each Unvested Share will Unit shall be the lesser of (iA) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unvested Unit and (iiB) the Fair Market Value of such Share Unvested Unit as of the date of repurchase, and (ii) the Repurchase Notice purchase price for each Vested Unit shall be the Fair Market Value of such Vested Unit as of the date of repurchase; provided, however, if Executive’s employment is terminated with Cause, the purchase price for each Executive Unit (defined below)whether vested or not) shall be the lesser of (A) Executive’s Original Cost for such Executive Unit and (B) the Fair Market Value of such Executive Unit as of the date of repurchase. (c) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Units subject to repurchase under this Section 3 by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Executive Units (i) within 120 days following the date of Executive’s Termination (the “Termination Date”) for any Unvested Shares within ninety Unit and for any Executive Unit that has been a Vested Unit for 181 or more days prior to the Termination Date and (90ii) for any Executive Unit that has been a Vested Unit for 180 or fewer days prior to the Termination Date, no earlier than 181 days and no later than 210 days after the SeparationTermination Date. The Repurchase Notice will shall set forth the number of Unvested Shares Executive Units to be acquired from each holderholder of Executive Units, the aggregate consideration to be paid for such Unvested Shares Executive Units and the time and place for the closing of the transaction. The number of Unvested Shares Executive Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Units held by Executive at the time of delivery of the Repurchase Notice. If If, due to permitted transfers by Executive, the number of Unvested Shares Executive Units then held by Executive is less than the total number of Unvested Shares which Executive Units the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Executive Units elected to be purchased from the other holder(stransferee(s) of Unvested Shares Executive Units under this Agreement, pro rata according to the number of Unvested Shares Executive Units held by such other holder(stransferee(s) at the time of delivery of such Repurchase Notice Notice. (determined as nearly d) If for any reason the Company does not elect to purchase all of the Executive Units pursuant to the Repurchase Option, then MDCP shall be entitled to exercise the Company’s Repurchase Option in the manner set forth in Section 3(a) for all or any portion of the number of Executive Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there shall be Available Units, but in any event within 210 days after the Termination Date, the Company shall deliver written notice (the “Option Notice”) to MDCP setting forth the number of Available Units and the price for each Available Unit. MDCP may elect to purchase any number of Available Units by delivering written notice to the nearest share)Company within 30 days after receipt of the Option Notice from the Company. The number As soon as practicable, and in any event within 30 days after the expiration of Unvested Shares to be repurchased hereunder will be allocated among such 30-day period, the Company shall notify Executive and the any other holders holder(s) of Unvested Shares (if any) pro rata according Executive Units as to the number of Unvested Shares Executive Units being purchased from Executive by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to Executive and such other holder(s) of Executive Units, MDCP shall also receive written notice from the Company setting forth the number of Units it is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Executive Units pursuant to the Company’s exercise of the Repurchase Option shall take place on the date designated in the Repurchase Notice or Supplemental Repurchase Notice, as applicable, which date shall not be more than 280 days after the Termination Date. The Company shall pay for any Executive Units to be purchased by it pursuant to the Repurchase Option by (i) delivery of a check or wire transfer of funds, (ii) a subordinate note or notes payable in up to two equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate published in the “Money Rates” column of The Wall Street Journal or (iii) a combination of clauses (i) and (ii), in the aggregate amount of the purchase price for such Executive Units. MDCP shall pay for any Executive Units to be purchased by it 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 Executive Units. Any notes issued by the Company pursuant to this paragraph (e) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. In addition, the Company and MDCP may pay the purchase price for such Executive Units by offsetting amounts outstanding under any indebtedness or obligations owed by Executive to the Company or any of its Subsidiaries or MDCP. The purchasers of Executive Units hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such Personsale of Executive Units (including representations and warranties regarding good title to such Executive Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Units by the Company shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Units hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 3 shall be suspended, and the Company may make such repurchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Units were eligible for repurchase pursuant to Section 3(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. In addition, and without limiting the generality of the foregoing, in the event Executive invokes Executive’s consent rights regarding a determination of Fair Market Value as set forth in this Agreement, the notice and repurchase time periods set forth in this Section 3 shall be tolled until such appraisal has been completed. (g) The Repurchase Option set forth in this Section 3 shall terminate with respect to Vested Units upon and following the consummation of an IPO.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “"Separation”"), the Unvested Shares Carried Units (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that the Company may not assign to any Person its right to pay any portion of the Repurchase Price for Carried Units repurchased hereunder in the form of Class A Preferred, as set forth in Section 3(e). (b) In the event of a Separation Separation: (i) the purchase price for each Unvested Share Unit will be the lesser of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (iiB) the Fair Market Value of such Share Unit as of the date of Separation; and (ii) the purchase price for each Vested Unit will be the Fair Market Value of such unit as of the date of the Repurchase Notice (defined below)Separation. (c) The Board may elect to purchase all or any portion of the Unvested Shares Units or the Vested Units by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Carried Units within ninety (90) days one year after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares units and the time and place for the closing of the transaction. The number of Unvested Shares Carried Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Carried Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Carried Units then held by Executive is less than the total number of Unvested Shares Carried Units which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Carried Units elected to be purchased from the other holder(s) of Unvested Shares Carried Units under this Agreement, pro rata according to the number of Unvested Shares Carried Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares Units and Vested Units to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Carried Units (if any) pro rata according to the number of Unvested Shares Carried Units to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Carried Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Carried Units the Company has not elected to purchase (the "Available Units"). As soon as practicable after the Company has determined that there will be Available Units, but in any event within ten months after the Separation, the Company shall give written notice (the "Option Notice") to the Investors setting forth the number of Available Units and the purchase price for the Available Units. The Investors may elect to purchase any or all of the Available Units by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors based upon the number of Common Units owned by each Investor. 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 Carried Units as to the number of units being purchased from such holder by the Investors (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them. (e) The closing of the purchase of the Carried Units pursuant to the 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 will pay for the Carried Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company's Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price for such Carried Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred unit equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Carried Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of Section 3(e)(B), if the Company intends to repurchase 45,045 Carried Units by issuance of Class A Preferred and the aggregate repurchase price determined in accordance with this Section 3 is $1,500, then the Company would issue to Executive 1.5 units of Class A Preferred and for purposes of the LLC Agreement the whole unit of Class A Preferred issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred of $1,000 and the Capital Contributions made for the one-half unit of Class A Preferred would be $500. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Carried Units by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Carried Units hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Carried Units is finally determined to be an amount at least 10% greater than the per unit repurchase price for such Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Carried Units elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Carried Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of Carried Units was finally determined to be an amount at least 10% greater than the per unit repurchase price for Carried Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. (h) The provisions of this Section 3 shall terminate with respect to Vested Units upon the first to occur of the consummation of a Public Offering and the consummation of a Sale of the Company.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”"SEPARATION"), the Unvested Shares Carried Units (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section SECTION 3 (the “Repurchase Option”"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in this Section SECTION 3 to any Person; PROVIDED that the Company may not assign to any Person its right to pay any portion of the Repurchase Price for Carried Units repurchased hereunder in the form of Class A Preferred, as set forth in SECTION 3(e). (b) In the event of a Separation Separation: (i) the purchase price for each Unvested Share Unit will be the lesser of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive Unit and (iiB) the Fair Market Value of such Share Unit as of the date of Separation; and (ii) the purchase price for each Vested Unit will be the Fair Market Value of such unit as of the date of the Repurchase Notice (defined below)Separation. (c) The Board may elect to purchase all or any portion of the Unvested Shares Units or the Vested Units by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Carried Units within ninety (90) days one year after the Separation. The Repurchase Notice will set forth the number of Unvested Shares Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares units and the time and place for the closing of the transaction. The number of Unvested Shares Carried Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Carried Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Carried Units then held by Executive is less than the total number of Unvested Shares Carried Units which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Carried Units elected to be purchased from the other holder(s) of Unvested Shares Carried Units under this Agreement, pro rata according to the number of Unvested Shares Carried Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareunit). The number of Unvested Shares Units and Vested Units to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Carried Units (if any) pro rata according to the number of Unvested Shares Carried Units to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Carried Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Carried Units the Company has not elected to purchase (the "AVAILABLE UNITS"). As soon as practicable after the Company has determined that there will be Available Units, but in any event within ten months after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors setting forth the number of Available Units and the purchase price for the Available Units. The Investors may elect to purchase any or all of the Available Units by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be allocated among the Investors based upon the number of Common Units owned by each Investor. 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 Carried Units as to the number of units being purchased from such holder by the Investors (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them. (e) The closing of the purchase of the Carried Units pursuant to the 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 will pay for the Carried Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company's Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price for such Carried Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred unit equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Carried Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. By way of example only for the purpose of clarifying the mechanics of SECTION 3(e)(b), if the Company intends to repurchase 45,045 Carried Units by issuance of Class A Preferred and the aggregate repurchase price determined in accordance with this SECTION 3 is $1,500, then the Company would issue to Executive 1.5 units of Class A Preferred and for purposes of the LLC Agreement the whole unit of Class A Preferred issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred of $1,000 and the Capital Contributions made for the one-half unit of Class A Preferred would be $500. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Carried Units by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Carried Units hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Carried Units is finally determined to be an amount at least 10% greater than the per unit repurchase price for such Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Carried Units elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Carried Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of Carried Units was finally determined to be an amount at least 10% greater than the per unit repurchase price for Carried Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. (h) The provisions of this SECTION 3 shall terminate with respect to Vested Units upon the first to occur of the consummation of a Public Offering and the consummation of a Sale of the Company.

Repurchase Option. (a) In the event Executive ceases to be employed the Purchaser's Continuous Status as an Employee or Consultant terminates for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, Employer or their respective Subsidiaries for any reason exclusive option (the “Separation”), "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unvested Unreleased Shares (whether held by Executive or one or more of Executive’s transferees, other than as defined in Section 4) at the Company) will original purchase price per share (the "Repurchase Price"). The Repurchase Option shall be subject to repurchase, in each case exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by cancelling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the Investors pursuant payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the terms and conditions set forth in this Section 3 (number of Shares being repurchased by the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any PersonCompany. (b) In Whenever the event Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a Separation part of the Company's purchase price for each Unvested Share will be the lesser rights under this Agreement and purchase all or a part of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) Shares. If the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company shall first be satisfied cash equal to the extent possible from the Unvested Shares held by Executive at the time of delivery of difference between the Repurchase Notice. If FMV and the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery aggregate Repurchase Price of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonShares.

Repurchase Option. (a) In the event that Executive ceases to be is no longer employed by the Company, Employer Company or their respective any of its Subsidiaries for any reason (the “Separation”)reason, the Unvested Shares (Executive Stock, whether held by Executive Executive, or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case repurchase by the Company and the Investors (solely at their option) pursuant to the terms and conditions set forth in this Section 3 the Plan (the “"Repurchase Option”"). The . (b) Notwithstanding any limitation in the Plan to the contrary, in the event that the Company may assign its repurchase rights and/or the Investors exercise the Repurchase Option, in addition to those procedures set forth in the Plan, the procedures set forth in this Section 3 2(b) shall apply to any Person. (b) In repurchase of Executive Stock pursuant to the event Repurchase Option. If, within 15 days after the delivery of a Separation Determination Notice to the purchase price for each Unvested Share will be holder(s) of the lesser of (i) Executive’s Original Cost for Executive Stock, Executive delivers to the Carried Unit(s) in respect of which such Share was issued Board a written notice stating that he objects to Executive and (ii) the Fair Market Value stated in the Determination Notice (an "Objection Notice"), Fair Market Value shall mean a fair market value selected by either a New York Stock Exchange member firm, the business valuation group of such Share as any "Big 6" accounting firm or either of the date valuation firms of Xxxxxxxx Xxxxx or Xxxxxx Xxxxxx selected by the Board (provided that any such firm or business valuation group is an Independent Third Party) (the "Independent Valuation Expert") which is equal to the midpoint of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion range of fair market values for the Unvested Shares Company, divided by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing shares of stock of the transaction. The number of Unvested Shares to be repurchased Company then outstanding on a fully diluted basis, as determined by the Company shall first Independent Valuation Expert; provided that Executive will not be satisfied permitted to deliver an Objection Notice in connection with a Determination Notice which states a fair market value which is greater than or equal to any previous fair market value determination by an Independent Valuation Expert delivered to the extent possible from Company no more than one (1) year prior to the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If Executive delivers an Objection Notice objecting to the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares Fair Market Value set forth in a Repurchase Notice which the Company has elected to purchasealso constitutes a Determination Notice, the Company shall purchase may elect to revoke the remaining Unvested Shares elected Repurchase Notice by delivering written notice thereof (a "Revocation Notice") to be purchased from the other such holder(s) within ten (10) days of Unvested Shares under this Agreementreceipt of the valuation by the Independent Valuation Expert. If the Company does not deliver a Revocation Notice, pro rata according the repurchase of such Executive Stock shall be effected on the basis of the Fair Market Value (to the number of Unvested Shares held by such other holder(sextent applicable) at the time of delivery of such Repurchase Notice (determined as nearly as practicable pursuant to the nearest sharePlan and this Section 2(b). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event that Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason other than termination by the Company without Cause (the “Separation”"Termination"), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will shall be subject to repurchase, in each case repurchase by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 paragraph 2 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the The purchase price for each Unvested Share will share of Executive Stock shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share thereof as of the date of the Repurchase Notice (defined below)Termination. (c) The Board Company (or its designee(s)) may elect to purchase all or any portion of the Unvested Shares Executive Stock by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 90 days after the SeparationTermination. The Repurchase Notice will shall set forth the number and type of Unvested Shares shares of Executive Stock to be acquired from each holderholder of Executive Stock, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Stock then held by Executive is less than the total number of Unvested Shares which shares of Executive Stock the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for the shares of Executive Stock 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 the Investors setting forth the number and type of Available Shares and the purchase price for the Available Shares. The number Investors may elect to purchase any or all of Unvested the Available Shares by giving written notice to be repurchased hereunder will the Company within 30 days after the Option Notice has been given by the Company. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock shall be allocated among Executive and the other holders of Unvested Shares (if any) Investors pro rata according to the number of Unvested Shares shares of Common Stock owned by each Investor on a fully-diluted basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Stock as to the number and type of shares being purchased from such holder by the Investors (the "Supplemental Repurchase Notice"). (e) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, as the case may be, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds. The purchasers of Executive Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such Personsale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled to make, the time periods provided in this paragraph 2 shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (g) The right of the Company and the Investors to repurchase Executive Stock hereunder shall terminate upon the first to occur of (i) a Sale of the Company or (ii) an IPO.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Separation, the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Common Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below)Executive. (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which that the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases Subject to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the CompanySection 8(d) will be subject to repurchasebelow, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation termination of this Agreement pursuant to Section 6(a)(iv) or Section 6(a)(v) hereof prior to the third anniversary of the Effective Date, the Company may within thirty (30) days after such Termination Date (the "Notice Period") elect to purchase price for each Unvested Share will be (the lesser "Repurchase Option"), one hundred percent (100%) of the shares of common stock of the Company (i"Common Stock") Executive’s Original Cost for then held by the Carried Unit(sExecutive (the "Repurchase Shares") in respect of which such Share was issued to Executive and (ii) at the Fair Market Value of such Share as of Common Stock (the date "Repurchase Price"). As used herein, "Fair Market Value" shall mean either (a) if the Common Stock is publicly traded, then the average aggregate price of the Repurchase Notice Shares for the thirty (defined below). 30) trading days preceding the date on which the Company notifies the Executive of its intent to exercise the Repurchase Option as quoted on the stock market or over-the-counter market on which the Common Stock is traded, or (cb) The Board may elect to purchase all or any portion if the Common Stock is not publicly traded, then at the aggregate value of the Unvested Repurchase Shares on the date on which the Company notifies the Executive of its intent to exercise the Repurchase Option as determined by delivering an appraisal performed by an independent appraiser selected by the Company. The Repurchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer of the Company and mailed pursuant to the terms of Section 10(b) below within the Notice Period. Within thirty (30) days of delivery of such notice (the “"Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchasePeriod"), the Company shall purchase pay for the remaining Unvested Repurchase Shares it has elected to be purchased repurchase from the other holder(s) any source of Unvested Shares under this Agreement, pro rata according funds to the number of Unvested Shares held extent legally available therefor (i) by such other holder(s) at the time of delivery of such a check to Executive in the amount of the Repurchase Notice Price for Repurchase Shares being purchased, (determined as nearly as practicable ii) by cancellation by the Company of an amount of Executive's indebtedness to the nearest share). The number Company or (iii) by a combination of Unvested Shares to be repurchased hereunder will be allocated among Executive clauses (i) and (ii) so that the other holders combined payment and cancellation of Unvested Shares (if any) pro rata according to indebtedness equals the number of Unvested Shares to be purchased from such PersonRepurchase Price.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) a. In the event of a Separation the purchase price for each Unvested Share will be voluntary or involuntary termination of your employment with or services to the lesser Company (including death or disability) before all of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued Shares are vested according to Executive and (ii) the Fair Market Value of such Share as of Vesting Schedule above , the Company shall, upon the date of such termination (as reasonably fixed and determined by the Repurchase Notice Company) have an irrevocable, exclusive option for a period of ninety (defined below). (c90) The Board may elect days from such date to purchase repurchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders unvested portion of the Unvested Shares within ninety (90) days after at the Separationoriginal purchase price per share. The Repurchase Notice will set forth the number of Unvested Shares to Said repurchase option shall be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased exercised by the Company shall first be satisfied by written notice to the extent possible from the Unvested Shares held by Executive Optionee or his executor and, at the time Company's option, (i) by delivery to Optionee or his executor with such notice of a check in the amount of the repurchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of Optionee's indebtedness to the Company equal to the repurchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and the Repurchase Notice. If payment of the number repurchase price in any of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchaseways described above, the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according retain and transfer to its own name the number of Unvested shares of the Shares held being repurchased by such the Company. b. Whenever the Company shall have the right to repurchase shares of the Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other holder(s) at persons or organizations to exercise all or a part of the time of delivery Company's repurchase rights under this Agreement and purchase all or a part of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonShares.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective any of its Subsidiaries for any reason (the a “SeparationTermination”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Companyi) will all Vested Units shall be subject to repurchase, in each case repurchase from Executive (or other holders thereof) by the Company and the Investors MDCP pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The ) and (ii) all Unvested Units shall be automatically cancelled on the date of Termination without any consideration paid therefor and without further action on the part of the Company may assign its repurchase rights set forth in this Section 3 to or any Personholder of any of the Unvested Units. (b) In the event of a Separation Termination, the purchase price for each Unvested Share will Vested Unit shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share Vested Unit as of the date of repurchase; provided, however, if Executive’s employment is terminated with Cause, all Vested Units shall be automatically cancelled on the Repurchase Notice (defined below)date of Termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Vested Units. (c) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Units subject to repurchase under this Section 3 by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Executive Units (i) within ninety 210 days following the date of Executive’s Termination (90the “Termination Date”) for any Executive Unit that has been a Vested Unit for 181 or more days prior to the Termination Date and (ii) for any Executive Unit that has been a Vested Unit for 180 or fewer days prior to the Termination Date, no earlier than 181 days and no later than 210 days after the SeparationTermination Date. The Repurchase Notice will shall set forth the number of Unvested Shares Executive Units to be acquired from each holderholder of Executive Units, the aggregate consideration to be paid for such Unvested Shares Executive Units and the time and place for the closing of the transaction. The number of Unvested Shares Executive Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Units held by Executive at the time of delivery of the Repurchase Notice. If If, due to permitted transfers by Executive, the number of Unvested Shares Executive Units then held by Executive is less than the total number of Unvested Shares which Executive Units the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Executive Units elected to be purchased from the other holder(stransferee(s) of Unvested Shares Executive Units under this Agreement, pro rata according to the number of Unvested Shares Executive Units held by such other holder(stransferee(s) at the time of delivery of such Repurchase Notice Notice. (determined as nearly d) If for any reason the Company does not elect to purchase all of the Executive Units pursuant to the Repurchase Option, then MDCP shall be entitled to exercise the Company’s Repurchase Option in the manner set forth in Section 3(a) for all or any portion of the number of Executive Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there shall be Available Units, but in any event within 210 days after the Termination Date, the Company shall deliver written notice (the “Option Notice”) to MDCP setting forth the number of Available Units and the price for each Available Unit. MDCP may elect to purchase any number of Available Units by delivering written notice to the nearest share)Company within 30 days after receipt of the Option Notice from the Company. The number As soon as practicable, and in any event within 30 days after the expiration of Unvested Shares to be repurchased hereunder will be allocated among such 30-day period, the Company shall notify Executive and the any other holders holder(s) of Unvested Shares (if any) pro rata according Executive Units as to the number of Unvested Shares Executive Units being purchased from Executive by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to Executive and such other holder(s) of Executive Units, MDCP shall also receive written notice from the Company setting forth the number of Units it is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Executive Units pursuant to the Company’s exercise of the Repurchase Option shall take place on the date designated in the Repurchase Notice or Supplemental Repurchase Notice, as applicable, which date shall not be more than 280 days after the Termination Date. The Company shall pay for any Executive Units to be purchased by it pursuant to the Repurchase Option by (i) delivery of a check or wire transfer of funds, (ii) a subordinate note or notes payable in up to two equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate published in the “Money Rates” column of The Wall Street Journal, (iii) delivery of a number of shares of common stock of Yankee Holding having a fair market value (as determined by the Company) equal to the aggregate repurchase price for such Executive Units (the “Repurchase Shares”) or (iv) any combination of the foregoing in the aggregate amount of the purchase price for such Executive Units; provided that, in the event any Repurchase Shares are issued, promptly following the closing of the repurchase transaction, Yankee Holding shall redeem, and the holder of such Repurchase Shares shall sell to Yankee Holding, all of the Repurchase Shares for an aggregate amount in cash equal to the aggregate repurchase price for the Executive Units (or the portion thereof previously assigned to the Repurchase Shares). MDCP shall pay for any Executive Units to be purchased by it 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 Executive Units. Any notes issued by the Company pursuant to this paragraph (e) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. In addition, the Company and MDCP may pay the purchase price for such Executive Units by offsetting amounts outstanding under any indebtedness or obligations owed by Executive to the Company or any of its Subsidiaries or MDCP. The purchasers of Executive Units hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such Personsale of Executive Units (including representations and warranties regarding good title to such Executive Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Units by the Company shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Units hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 3 shall be suspended, and the Company may make such repurchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Units were eligible for repurchase pursuant to Section 3(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. In addition, and without limiting the generality of the foregoing, in the event Executive invokes Executive’s consent rights regarding a determination of Fair Market Value as set forth in this Agreement, the notice and repurchase time periods set forth in this Section 3 shall be tolled until such appraisal has been completed. (g) The Repurchase Option set forth in this Section 3 shall terminate with respect to Vested Units upon and following the consummation of an IPO.

Repurchase Option. (a) In The later of (i) voluntary termination of the event Executive ceases to be Grantee’s employment with the Company, if Grantee is employed by the Company, Employer and (ii) Grantee’s voluntary resignation from the Board of Directors of the Company, or their respective Subsidiaries refusal to stand for any reason re-election, other than in both instances due to a disagreement with the Company (the referred to as “Separationa voluntary resignation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will shall be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the a “Repurchase OptionTriggering Event.”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event that a Triggering Event occurs, the Company shall have an option (the “Repurchase Option”) for a period of a Separation 90 days following the purchase Triggering Event to repurchase any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto (“Unvested Shares”) at the price for each Unvested Share will per share designated pursuant to paragraph (c) hereof. In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the lesser Company by written notice to the Grantee, which notice shall specify the number of Shares and the time (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of not later than 30 days from the date of the Repurchase Notice (defined below). (cCompany’s notice) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number repurchase of Unvested Shares to the Shares, which shall be repurchased by the Company shall first be satisfied reasonably convenient to the extent possible from the Unvested Shares held by Executive at the time of Grantee. Upon delivery of such notice and payment of the Repurchase Notice. If purchase price in accordance with the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchaseterms herewith, the Company shall purchase become the remaining Unvested legal and beneficial owner of the Shares elected being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according retain and transfer to its own name the number of Shares being repurchased by the Company. (c) The purchase price for each Unvested Share repurchased pursuant to the Repurchase Option shall be $0.001 per share. (d) Said purchase price shall be paid to the Grantee, at the Company’s option, (i) by delivery of a cashier’s check in the amount of the purchase price, (ii) by cancellation of any amount of the Grantee’s indebtedness to the Company equal to the purchase price for the shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. (e) Whenever the Company shall have the right to repurchase Shares held hereunder, the Board of Directors may designate and assign to one or more assignees the right to exercise all or part of the Repurchase Option, provided that such assignees comply with the terms of this Agreement. In the event an assignee exercises all or part of the Repurchase Option, the purchase price shall be paid to the Grantee by delivery of a cashier’s check or in such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable form acceptable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such PersonGrantee.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective any of its Subsidiaries for any reason (the a “SeparationTermination”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Companyi) will all Vested Units shall be subject to repurchase, in each case repurchase from Executive (or other holders thereof) by the Company and the Investors MDCP pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The ) and (ii) all Unvested Units shall be automatically cancelled on the date of Termination without any consideration paid therefor and without further action on the part of the Company may assign its repurchase rights set forth in this Section 3 to or any Personholder of any of the Unvested Units. (b) In the event of a Separation Termination, the purchase price for each Unvested Share will Vested Unit shall be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share Vested Unit as of the date of repurchase; provided, however, if Executive’s employment is terminated with Cause, all Vested Units shall be automatically cancelled on the Repurchase Notice (defined below)date of Termination without any consideration paid therefor and without further action on the part of the Company or any holder of any of the Vested Units. (c) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Units subject to repurchase under this Section 3 by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares Executive Units (i) within ninety 210 days following the date of Executive’s Termination (90the “Termination Date”) for any Executive Unit that has been a Vested Unit for 181 or more days prior to the Termination Date and (ii) for any Executive Unit that has been a Vested Unit for 180 or fewer days prior to the Termination Date, no earlier than 181 days and no later than 210 days after the SeparationTermination Date. The Repurchase Notice will shall set forth the number of Unvested Shares Executive Units to be acquired from each holderholder of Executive Units, the aggregate consideration to be paid for such Unvested Shares Executive Units and the time and place for the closing of the transaction. The number of Unvested Shares Executive Units to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Units held by Executive at the time of delivery of the Repurchase Notice. If If, due to permitted transfers by Executive, the number of Unvested Shares Executive Units then held by Executive is less than the total number of Unvested Shares which Executive Units the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares Executive Units elected to be purchased from the other holder(stransferee(s) of Unvested Shares Executive Units under this Agreement, pro rata according to the number of Unvested Shares Executive Units held by such other holder(stransferee(s) at the time of delivery of such Repurchase Notice Notice. (determined as nearly d) If for any reason the Company does not elect to purchase all of the Executive Units pursuant to the Repurchase Option, then MDCP shall be entitled to exercise the Company’s Repurchase Option in the manner set forth in Section 3(a) for all or any portion of the number of Executive Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there shall be Available Units, but in any event within 210 days after the Termination Date, the Company shall deliver written notice (the “Option Notice”) to MDCP setting forth the number of Available Units and the price for each Available Unit. MDCP may elect to purchase any number of Available Units by delivering written notice to the nearest share)Company within 30 days after receipt of the Option Notice from the Company. The number As soon as practicable, and in any event within 30 days after the expiration of Unvested Shares to be repurchased hereunder will be allocated among such 30-day period, the Company shall notify Executive and the any other holders holder(s) of Unvested Shares (if any) pro rata according Executive Units as to the number of Unvested Shares Executive Units being purchased from Executive by MDCP (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to Executive and such other holder(s) of Executive Units, MDCP shall also receive written notice from the Company setting forth the number of Units it is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Executive Units pursuant to the Company’s exercise of the Repurchase Option shall take place on the date designated in the Repurchase Notice or Supplemental Repurchase Notice, as applicable, which date shall not be more than 280 days after the Termination Date. The Company shall pay for any Executive Units to be purchased by it pursuant to the Repurchase Option by (i) delivery of a check or wire transfer of funds, (ii) a subordinate note or notes payable in up to two equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate published in the “Money Rates” column of The Wall Street Journal, (iii) delivery of a number of shares of common stock of Yankee Holding having a fair market value (as determined by the Company) equal to the aggregate repurchase price for such Executive Units (the “Repurchase Shares”) and (iv) any combination of the foregoing in the aggregate amount of the purchase price for such Executive Units; provided that, in the event any Repurchase Shares are issued, promptly following the closing of the repurchase transaction, Yankee Holding shall redeem, and the holder of such Repurchase Shares shall sell to Yankee Holding, all of the Repurchase Shares for an aggregate amount in cash equal to the aggregate repurchase price for the Executive Units (or the portion thereof previously assigned to the Repurchase Shares). MDCP shall pay for any Executive Units to be purchased by it 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 Executive Units. Any notes issued by the Company pursuant to this paragraph (e) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. In addition, the Company and MDCP may pay the purchase price for such Executive Units by offsetting amounts outstanding under any indebtedness or obligations owed by Executive to the Company or any of its Subsidiaries or MDCP. The purchasers of Executive Units hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such Personsale of Executive Units (including representations and warranties regarding good title to such Executive Units, free and clear of any liens or encumbrances). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Units by the Company shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Units hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 3 shall be suspended, and the Company may make such repurchases at the applicable purchase price therefor, plus interest thereon calculated from the last day such Units were eligible for repurchase pursuant to Section 3(e) until the date of repurchase at a rate per annum equal to the then applicable federal rate as published by the Internal Revenue Service pursuant to Section 1274(d) of Internal Revenue Code, as soon as it is permitted to do so under such restrictions. In addition, and without limiting the generality of the foregoing, in the event Executive invokes Executive’s consent rights regarding a determination of Fair Market Value as set forth in this Agreement, the notice and repurchase time periods set forth in this Section 3 shall be tolled until such appraisal has been completed. (g) The Repurchase Option set forth in this Section 3 shall terminate with respect to Vested Units upon and following the consummation of an IPO.

Repurchase Option. (ai) In Subject to Section 1(b)(iv)-(v) below, in the event Executive the Stockholder ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (including death or permanent disability) to be a Service Provider, the Company shall upon the date of such termination (the “SeparationTermination Date”)) have an irrevocable, the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 exclusive option (the “Repurchase Option”). The Company may assign its ) to repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares held by delivering written notice the Stockholder as of the Termination Date which have not yet been released from the Company’s Repurchase Option at a price per share [paid by the Stockholder for the Shares] (as adjusted for any stock splits, stock dividends and the like) (the “Repurchase NoticePrice”). (ii) to The Repurchase Option shall be exercised by the holder or holders of the Unvested Shares Company by written notice at any time within ninety (90) days after following the SeparationTermination Date to the Stockholder and, at the Company’s option, (A) by delivery to the Stockholder with such notice of a check in the amount of the Repurchase Price for the Shares being repurchased, (B) by cancellation of indebtedness equal to the Repurchase Price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. The Upon delivery of such notice and payment of the Repurchase Notice will set forth Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company Company, without further action by the Stockholder. (iii) All of the Shares shall first initially be satisfied subject to the extent possible Repurchase Option (the “Unvested Shares”), and shall be released from the Unvested Shares held by Executive at the time Repurchase Option as follows: (A) 20% of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased released from the other holder(s) Repurchase Option on the Effective Date of Unvested Shares under this Agreement, pro rata according to ; (B) 1.67% of the total number of Unvested Shares held by such other holder(sshall be released from the Repurchase Option on each monthly anniversary of the Effective Date over a period of twelve (12) at months from the time Effective Date; and (B) 1.25% of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The total number of Unvested Shares to shall be repurchased hereunder will released from the Repurchase Option on each monthly anniversary of the Effective Period over a period of forty-eight (48) months from the first anniversary of the Effective Date, such that all the Shares are released from the Repurchase Option on the fifth anniversary of the Effective Date; provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according rounded to the number nearest whole share. (iv) Notwithstanding the foregoing, if the Stockholder’s Continuous Service to the Company (or its successor) as a Service Provider ceases as a result of a termination by the Company without Cause (as defined below) or by Stockholder for Good Reason (as defined below) following six (6) months after a Change in Control (as defined below), then, subject to the Stockholder’s execution and delivery (without revocation) to the Company of a binding general release of claims in a form reasonably acceptable to the Company, the Repurchase Option shall immediately terminate with respect to fifty percent (50%) of the remaining Unvested Shares to be purchased from such PersonShares. (v) For purposes of this Agreement, the following definitions shall apply:

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer Company or their respective Subsidiaries any Subsidiary for any reason (the “a "Separation”"), the Unvested Shares and all other Executive Securities (whether held by Executive or one or more of Executive’s 's transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Separation, the Executive Shares purchased hereunder shall be subject to repurchase as follows: (i) the purchase price for each Unvested Share of Common Stock will be the Executive's Original Cost for such share; provided, that if Executive's employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the purchase price for each Unvested Share of Common Stock will be the lesser of (ia) Executive’s 's Original Cost for such share and (b) the Carried Unit(s) in respect of which Fair Market Value for such Share was issued to Executive share, and (ii) the purchase price for each Vested Share of Common Stock will be the Fair Market Value for such share; provided that if Executive's employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the purchase price for each Vested Share of Common Stock will be the lesser of (a) Executive's Original Cost for such Share as of share and (b) the date of the Repurchase Notice (defined below)Fair Market Value for such share. (c) The Board In the event of a Separation, any other Executive Securities not otherwise described in Section 3(b) above shall be subject to repurchase as follows: (i) the purchase price for each share of Common Stock will be the Fair Market Value for such share and (ii) the purchase price for each share of Preferred Stock will be Executive's Original Cost for such share. (d) In the event of a Separation, the Company may elect to purchase all or any portion of the Unvested Shares Executive Securities by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Securities within ninety (90) 60 days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares and Vested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares securities and the time and place for the closing of the transaction. The number of Unvested Shares each type of securities to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares any or all types of Executive Securities then held by Executive is less than the total number of Unvested Shares such securities which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares securities elected to be purchased from the other holder(s) of Unvested Shares Executive Securities under this Agreement, pro rata according to the number of Unvested Shares the applicable type of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares and Vested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares Executive Securities (if any) pro rata according to the number of Unvested Shares the applicable type of Executive Securities to be purchased from such Person. (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 2 months nor less than 5 days after the delivery of such notice. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price to the extent reasonably permissible under the Company's and its Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money and to the extent the Company has the financial wherewithal at the time to make such payments, by a check or wire transfer of funds and, if not, by a subordinate note or notes, each on terms acceptable to banks and other financial institutions loaning money to the Company and its Subsidiaries, payable in up to three substantially equal, semi-annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time, in the aggregate amount of the purchase price for such securities. The Company will be entitled to receive customary representations and warranties from the sellers of Executive Securities (including representations and warranties regarding good title to the Executive Securities, the absence of any liens on such title or other encumbrances with respect to the Transfer of the Executive Securities and the ability of such sellers to consummate the sale). (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company's or any Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (g) Notwithstanding anything to the contrary contained in this Agreement, if Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

Repurchase Option. (a1) In the event Executive ceases to be employed by of the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's permitted transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by at the option of the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 SECTION 4 (the “Repurchase Option”"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b2) In the event of a Separation Separation, the purchase price for each share of Unvested Share Executive Stock will be the lesser lower of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive share and (iiB) the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c3) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Stock by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 90 days after the Separation. The Repurchase Notice will set forth the number of shares of Unvested Shares Executive Stock to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Unvested Shares Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Unvested Shares Executive Stock then held by Executive is less than the total number of shares of Unvested Shares Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of shares of Unvested Shares Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (4) If for any reason the Company does not elect to purchase all of the Unvested Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Unvested Executive Stock 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 120 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors 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. If the Investors elect to purchase an aggregate number of Unvested shares greater than the number of Available Shares, the Available Shares to be repurchased hereunder will shall be allocated among Executive each Investor so electing based upon the number of shares of Common Stock owned by such Investor on a fully diluted basis. As soon as practicable, and in any event within ten days, after the other holders expiration of the one-month period set forth above, the Company shall notify each holder of Unvested Shares (if any) pro rata according Executive Stock as to the number of Unvested Shares to be shares being purchased from such Person.holder by the Investors (the

Repurchase Option. (a) In BTG hereby grants to GTSI the event Executive ceases exclusive option (the "Repurchase Option") to purchase all or any part of the Optioned Shares for a per share price (the "Option Price") of $5.25 at any time or from time to time until the fifth anniversary of the Closing (the "Option Period") by delivery of written notice to BTG specifying the number of Optioned Shares being purchased and the date, no more than 10 days after such notice, on which payment therefor will be made. The closing on the purchase and sale of such Optioned Shares shall be held at GTSI's principal office on the date specified in such notice. At such closing, certificates representing the Optioned Shares to be employed by sold shall be delivered to GTSI, duly endorsed for transfer in blank or with assignment separate from certificates duly endorsed, with all necessary transfer tax stamps, if any, affixed or provided for, against delivery of payment in immediately available funds or a promissory note, as provided below, of an amount equal to the Company, Employer or their respective Subsidiaries for any reason (product of the “Separation”), the Unvested number of Optioned Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company being purchased and the Investors Option Price. All Optioned Shares purchased pursuant to the Repurchase Option shall be delivered by BTG to GTSI free and clear of all Liens. Payment by GTSI upon exercise of the Repurchase Option shall be in immediately available funds unless notice of exercise of the Repurchase Option is delivered to BTG on or before December 31, 1999, in which case payment in connection with such notice may be made, in GTSI's discretion, either in immediately available funds or by the delivery of a promissory note substantially in the form of Exhibit 2 hereto, the terms and conditions of which (depending on the number of Optioned Shares purchased) shall be as set forth in this Section on Exhibit 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Personhereto. (b) In If after the event Closing the number of shares of Common Stock represented by the original number of Optioned Shares is increased or decreased as a result of any increase or decrease in the number of issued shares of Common Stock resulting from the declaration of a Separation dividend or the purchase price for each Unvested Share will making of a distribution on the outstanding Common Stock, the subdivision or reclassification of the outstanding Common Stock into a greater number of shares or the combination or reclassification of the outstanding Common Stock into a smaller number of shares, the Option Price shall be adjusted by multiplying the Option Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the lesser number of (i) Executive’s Original Cost for Optioned Shares issuable upon the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date exercise of the Repurchase Notice (defined below)Option immediately prior to such adjustment, and the denominator of which shall be the number of Optioned Shares issuable upon the exercise of the Repurchase Option immediately thereafter. (c) The Board parties agree that, effective as of the Closing, Section 2.02 of the Standstill Agreement shall be amended to delete clauses (b) and (d) therefrom, so that transfers described therein will thereafter require the prior written consent of GTSI duly authorized by a majority of the members of the GTSI Board. (d) BTG agrees to provide written notification to GTSI of BTG's bona fide intention to dispose of or otherwise transfer any GTSI Shares pursuant to Section 2.02(c) of the Standstill Agreement no less than 10 business days prior to the intended disposition or transfer. GTSI shall have the absolute right, but not the obligation, in its sole discretion to exercise the Repurchase Option at any time prior to the date of such intended disposition with respect to any Repurchase Shares covered by such notification. (e) BTG agrees that it shall be a condition to any permitted Transfer (as defined in the Standstill Agreement) under Section 2.02(a) or (e) of the Standstill Agreement that the transferee agree in writing to be bound by the terms of the Repurchase Option. (f) Subject to the terms and conditions of this Section 2.02(f), the parties agree that BTG may elect to purchase solicit a bona fide, third party buyer ("Prospective Buyer") for all or any portion part of the Unvested Shares by delivering Optioned Shares. If BTG delivers a written notice (to GTSI identifying the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth Prospective Buyer, the number of Unvested Optioned Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected proposed to be purchased by the Prospective Buyer, and the proposed price, terms of sale and closing date, accompanied by a copy of the written offer (the "Offer") signed by the Prospective Buyer with respect to such proposed purchase, GTSI shall have the right, but not the obligation, in its sole discretion, and the Offer must so reflect, to exercise the Repurchase Option with respect to the Optioned Shares which are the subject of the Offer and immediately thereafter to sell such Optioned Shares to the Prospective Buyer on the same terms and conditions as are set forth in the Offer. Closing on the purchase of the Optioned Shares by GTSI shall be held in accordance with the provisions set forth in Section 3.01(a) and closing on the sale of such Optioned Shares to the Prospective Buyer shall be held at the same location immediately thereafter. If GTSI exercises the Repurchase Option and sells the Optioned Shares to the Prospective Buyer in accordance with this Section 3.01(f), the payment from BTG to GTSI under Section 3.02(a) shall not be required with respect to such transaction. GTSI agrees to consider in good faith any Offer properly delivered to it hereunder, subject to its absolute discretion to reject any such Offer. If GTSI rejects an Offer, BTG must retain the other holder(s) Optioned Shares in accordance with the terms of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. a. If the Service of the Participant with the Company terminates for Cause prior to a Sale of the Company or an IPO, the Company or its designee shall have the right (abut not the obligation) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason repurchase (the “SeparationRepurchase Right”)) any or all Vested Shares, the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth herein and in this Section 3 2.12 the Operating Agreement (including, but not limited to, determination of the “Repurchase Option”). The Company may assign its repurchase rights Redemption Price as set forth in Section 2.12 of the Operating Agreement, but subject to Section 3(b). of this Schedule I, and provided that the Redemption Price shall take into account the “profits interest” nature of the Shares within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and Revenue Procedure 2001-43, 2001-2 C.B. 191, and the limitation on the rights of the Shares to participate in distributions as set forth in Section 3 to any Person2), the Participant shall be treated as a “Withdrawing Member” and the termination for Cause shall be treated as a “Redemption Event”. (bb. If the Company exercises the Repurchase Right and the value of the Shares is initially determined by an appraiser selected by the Company, then, notwithstanding anything in Section 2.12(e) In of the event Operating Agreement to the contrary: i. The Company shall instruct the appraiser selected by it not to take into account any minority interest discount or any discount for lack of a Separation marketability in determining the purchase price for each Unvested Share will be value of the lesser Shares; ii. If the Participant disagrees with the value of (i) Executive’s Original Cost for the Carried Unit(s) Shares as determined by the appraiser selected by the Company and the Participant notifies the Company in respect of which such Share was issued to Executive and (ii) the Fair Market Value writing of such Share as disagreement, the Participant may engage a second independent appraiser to determine the value of the date Shares, and the Redemption Price shall be selected by third appraiser mutually agreed by the appraiser selected by the Company and the appraiser selected by the Participant, which third appraiser shall be required to select either the value of the Repurchase Notice (defined below). (c) The Board may elect to purchase all Shares as determined by the appraiser selected by the Company or any portion the value of the Unvested Shares as determined by delivering written notice (the “Repurchase Notice”) appraiser selected by the Participant, based on which appraisal such third appraiser believes more accurately reflects the value of the Shares; and iii. If there is a Sale of the Company pursuant to a sale process initiated by the Company before the first anniversary of the Termination Date and the value of the consideration the Participant would have received with respect to the holder or holders Shares in connection with such Sale of the Unvested Company if such Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be had not been repurchased by the Company exceeds the Redemption Price (as determined prior to taking into account the adjustment contemplated by this Section 3.b.iii), the Redemption Price shall first be satisfied increased by the amount of such excess. c. The Company’s Repurchase Right described herein may, in the Company’s discretion, be exercised by a designee or designees of the Company and, for the purposes of this section, references to the extent possible from “Company” shall (unless the Unvested context otherwise requires) include its designee or designees. d. Notwithstanding anything contained herein, the Company may delay payment of the Redemption Price for such period as may be necessary to avoid adverse accounting consequences for the Company, to avoid violation of the terms of any financing agreement applicable to the Company or to avoid violation of any provisions of Applicable Laws restricting distributions or the redemption of equity by the Company. e. In the event that any Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected Participant shall be transferred to purchaseanother person or entity, the Company Company’s Repurchase Right shall purchase the remaining Unvested Shares elected extend and apply to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested all Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Persontransferee or transferees.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries and Divisions for any reason (the “Separation”"Termination"), the Unvested Shares Executive Securities (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will be subject to repurchase, in each case repurchase by the Company Company, Management and the Investors CVC pursuant to the terms and conditions set forth in this Section paragraph 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation Except as provided in subsection 3(c) below, the purchase price for each Unvested Regular Share of Executive Common Stock will be the lesser of Book Value or Executive's Original Cost for such share, and the purchase price for each Time Valued Share of Executive Common Stock will be the Book Value for such share. The purchase price for each share of Executive Preferred Stock will be the Liquidation Value thereof plus all accrued and unpaid dividends thereon until the date of payment. (c) If the Executive resigns or his employment is terminated for Cause, the purchase price for each Time Valued and Regular Share will be the lesser of (i) Book Value or Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below)share. (cd) The Board may elect to purchase all or any portion of the Unvested Shares Executive Securities by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares Executive Securities within ninety (90) 90 days after the SeparationTermination. The Repurchase Notice will set forth the number of Unvested Regular Shares and Time Valued Shares and the number of shares of Executive Preferred Stock to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares shares of Executive Common Stock or shares of Executive Preferred Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares shares of Executive Common Stock or shares of Executive Preferred Stock then held by Executive is less than the total number of Unvested Shares which shares of Executive Common Stock or shares of Executive Preferred Stock the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) transferees of Unvested Shares such Executive's Executive Common Stock or shares of Executive Preferred Stock under this Agreement, pro rata according to the number of Unvested Shares shares of Executive Common Stock or shares of Executive Preferred Stock held by such other holder(s) transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest shareshare or nearest dollar, as applicable). The number of Unvested Regular Shares and Time valued Shares to be repurchased hereunder will be allocated among Executive and the other holders such transferees of Unvested Shares Executive Common Stock (if any) pro rata according to the number of Unvested Shares shares of Executive Common Stock to be purchased from such Personpersons. (e) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, Management shall be entitled to exercise the Repurchase Option for the shares of Executive Common Stock and shares of Executive Preferred Stock the Company has not elected to purchase (the "Available Securities"). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within 30 days after the Termination, the Company shall give written notice (the "Option Notice") to each member of Management setting forth the Available Securities and the purchase price for the Executive Preferred Stock and Executive Common Stock comprising the Available Securities. Each member of Management may elect to purchase his pro rata share (based on the number of shares of Common Stock owned by such member and the total number of shares owned by Management) of the Available Securities by giving written notice to the Company within 20 days after the Option Notice has been given by the Company. As soon as practicable, and in any event within fifteen days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Executive Common Stock and Executive Preferred Stock as to the number of shares being purchased from such holder by Management (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each member of Management who is purchasing Available Securities setting forth the number of shares that each member of Management is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Regular Shares and Time Valued Shares to be repurchased hereunder shall be allocated among the Company and each member of Management pro rata according to the number of shares of Executive Common Stock to be purchased by each of them. (f) If for any reason the Company and Management do not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, CVC shall be entitled to exercise the Xxxxxxxxxx Option for the shares of Executive Common Stock and shares of Executive Preferred Stock the Company and Management have not elected to purchase (the "CVC Available Securities"). As soon as practicable after the Company has determined that there will be CVC Available Securities, but in any event within 60 days after the Termination, the Company shall give written notice (the "CVC Option Notice") to CVC setting forth the CVC Available Securities and the purchase price for the Executive Preferred Stock and Executive Common Stock comprising the CVC Available Securities. CVC may elect to purchase any or all of the CVC Available Securities by giving written notice to the Company within 20 days after the CVC Option Notice has been given by the Company. As soon as practicable, and in any event within ten days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Executive Common Stock and Executive Preferred Stock as to the number of shares being purchased from such holder by CVC (the "CVC Supplemental Repurchase Notice"). At the time the Company delivers the CVC Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to CVC setting forth the number of shares that CVC is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Regular Shares and Time Valued Shares to be repurchased hereunder shall be allocated among the Company, Management and CVC pro rata according to the number of shares of Executive Common Stock to be purchased by each of them. (g) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, Supplemental Repurchase Notice or CVC Supplemental Repurchase Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of any such notice to be delivered. The Company, Management and/or CVC will pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of, in the case of Management or CVC, a check or wire transfer of funds and, in the case of the Company, (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable in up to three equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Citibank, N.A. or (iii) both (i) and (ii), in each case, in the aggregate amount of the purchase price for such securities. Any notes issued by the Company pursuant to this paragraph 3(g) shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase. In addition, the Company may pay the purchase price for the Executive Securities by offsetting amounts outstanding under any bona fide debts owed by Executive to the Company. The purchasers of Executive Common Stock and Executive Preferred Stock hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (h) The rights of the Company, Management and CVC to repurchase Time Valued Shares pursuant to this paragraph 3 shall terminate upon the first to occur of the Sale of the Company or a Qualified Public Offering. (i) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Common Stock and Executive Preferred Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Common Stock and Executive Preferred Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases (plus interest accruing at the rate of 7% per annum from the date the Company elects to make such prohibited repurchase to the date such repurchase is actually made) as soon as it is permitted to do so under such restrictions.

Repurchase Option. (a1) In the event Executive ceases to be employed by of the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares Executive Stock (whether held by Executive or one or more of Executive’s 's permitted transferees, other than the CompanyCompany and the Investors) will be subject to repurchase, in each case by at the option of the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 SECTION 4 (the “Repurchase Option”"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b2) In the event of a Separation Separation, the purchase price for each share of Unvested Share Executive Stock will be the lesser lower of (iA) Executive’s 's Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive share and (iiB) the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c3) The Board Company may elect to purchase all or any portion of the Unvested Shares Executive Stock by delivering written notice (the “Repurchase Notice”"REPURCHASE NOTICE") to the holder or holders of the Unvested Shares Executive Stock within ninety (90) 90 days after the Separation. The Repurchase Notice will set forth the number of shares of Unvested Shares Executive Stock to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. The number of Unvested Shares shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Unvested Shares Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Unvested Shares Executive Stock then held by Executive is less than the total number of shares of Unvested Shares Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares shares elected to be purchased from the other holder(s) of Unvested Shares Executive Stock under this Agreement, pro rata according to the number of shares of Unvested Shares Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (4) If for any reason the Company does not elect to purchase all of the Unvested Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Unvested Executive Stock 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 120 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors 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. If the Investors elect to purchase an aggregate number of Unvested shares greater than the number of Available Shares, the Available Shares to be repurchased hereunder will shall be allocated among Executive each Investor so electing based upon the number of shares of Common Stock owned by such Investor on a fully diluted basis. As soon as practicable, and in any event within ten days, after the other holders expiration of the one-month period set forth above, the Company shall notify each holder of Unvested Shares (if any) pro rata according Executive Stock as to the number of shares being purchased from such holder by the Investors (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Unvested Shares Executive Stock, the Company shall also deliver written notice to each electing Investor setting forth the number of shares such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. Notwithstanding the foregoing, the Investors shall not exercise their Repurchase Option pursuant to this Section 4(d) if the Company has sufficient assets to exercise fully its Xxxxxxxxxx Option but has not exercised such right as a result of applicable restrictions contained in the Delaware General Corporation Law or in the Company's and its Subsidiaries' debt or equity financing agreements. (5) The closing of the purchase of the Unvested Executive Stock pursuant to the 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 will pay for the Unvested Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company (including, without limitation, in the case of Unvested Executive Stock which is Reserved Stock, by reducing the principal amount under the Executive Note, and in the case of Unvested Executive Stock which is Carried Stock, by reducing the principal amount under the Carry Notes) and will pay the remainder of the purchase price by a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. Each Investor will pay for the Unvested Executive Stock purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such Personsale and to require that all sellers' signatures be guaranteed. (6) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Unvested Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases within 15 days of being permitted to do so under such restrictions. (7) The provisions of this SECTION 4 shall terminate immediately prior to consummation of a Liquidity Event (provided that the Liquidity Event is consummated).

Repurchase Option. (ai) In the event Executive ceases to be employed by of the Company, Employer voluntary or their respective Subsidiaries involuntary termination of Shareholder’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “SeparationTermination Date”)) have an irrevocable, the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 exclusive option (the “Repurchase Option”). The Company may assign its ) to repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares held by delivering Shareholder as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Shareholder or Shareholder’s executor and, at the Company’s option, (A) by delivery to Shareholder or Shareholder’s executor with such notice of a check in the “Repurchase Notice”amount of the purchase price for the Shares being purchased, or (B) by cancellation of indebtedness equal to the holder purchase price for the Shares being repurchased, or holders (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Unvested purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares within ninety (90) days after being repurchased and all rights and interest therein or related thereto, and the Separation. The Repurchase Notice will set forth Company shall have the right to transfer to its own name the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be being repurchased by the Company Company, without further action by Shareholder. (iii) One hundred percent (100%) of the Shares shall first initially be satisfied subject to the extent possible Repurchase Option. 1/4th of the Shares shall be released from the Unvested Shares held by Executive at Repurchase Option on the time date that is one year after the Vesting Commencement Date (as set forth on the signature page of delivery this Agreement), and 1/48th of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased released from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) Repurchase Option at the time end of delivery each month thereafter, until all Shares are released from the Repurchase Option; provided, however, that such releases from the Repurchase Option shall immediately cease as of such Repurchase Notice (determined as nearly as practicable the Termination Date. Fractional shares shall be rounded to the nearest whole share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested The Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will Awardee shall be subject to repurchase, a right of repurchase in each case by favor of the Company and the Investors pursuant Company. Subject to the terms and conditions set forth provisions of Section 4, in this the event of any voluntary or involuntary termination of Awardee’s advisory relationship with the Company for any or no reason, including death or disability, (any such termination, a “Termination”) before all of the Shares are released from the Company’s Repurchase Option (see Section 3 4), the Company shall, as of the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option (the “Repurchase Option”) for a period of ninety (90) days from such date to repurchase all (but not less than all) of the Shares that constitute Unreleased Shares (as defined in Section 4) at such time, at One Tenth of One Cent ($.001) per Share (the “Repurchase Price”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In The Repurchase Option shall be exercised by the event of Company by written notice to Awardee or Awardee’s executor (with a Separation copy to Escrow Holder) and, at the purchase price for each Unvested Share will be the lesser of Company’s option, (i) Executiveby delivery to Awardee or Awardee’s Original Cost executor with such notice of a check in the amount of the Repurchase Price for the Carried Unit(sShares being repurchased, (ii) in respect by cancellation by the Company of which such Share was issued an amount of Awardee’s indebtedness to Executive the Company equal to the Repurchase Price for the Shares being repurchased or (iii) by a combination of the preceding clauses (i) and (ii) ), so that the Fair Market Value combined payment and cancellation of indebtedness equals the aggregate Repurchase Price for the Shares being repurchased. Upon delivery of such Share as notice and the payment of such Repurchase Price in any of the date ways described above, the Company shall become the legal and beneficial owner of the Repurchase Notice (defined below)Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to the Company’s own name the number of Shares being repurchased by the Company. (c) The Board Whenever the Company has the right to repurchase Shares hereunder, the Company may elect designate and assign to one or more employees, officers, directors or stockholders of the Company or other persons or organizations the right to exercise all or a part of the Company’s repurchase rights under this Agreement and to purchase all or any portion a part of such Shares. If the fair market value of the Unvested Shares by delivering written notice to be repurchased on the date of such designation or assignment (the “Repurchase NoticeFMV”) exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall make a payment to the holder Company in cash or holders of its equivalent in an amount equal to the Unvested Shares within ninety (90) days after difference between the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, FMV and the aggregate consideration Repurchase Price of such Shares. (d) If any stock dividend, stock split, recapitalization or other change affecting the Company’s outstanding Common Stock as a class is effected without receipt of consideration, then any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) that by reason of any such transaction is distributed with respect to the Shares shall be paid for such Unvested Shares and immediately subject to the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied Repurchase Option but only to the extent possible from that the Unvested Shares held by Executive at the time of delivery of are covered by the Repurchase NoticeOption. If Appropriate adjustments to reflect the number distribution of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company such securities or property shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according made to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable hereunder and to the nearest share). The number of Unvested Shares price per share to be repurchased hereunder will be allocated among Executive and paid upon the other holders exercise of Unvested Shares (if any) pro rata according the Repurchase Option in order to reflect the number effect of Unvested Shares to be purchased from any such Persontransaction on the Company’s capital structure, provided that the aggregate Repurchase Price shall remain the same.

Repurchase Option. (a) In the event Executive ceases to be employed Executive's employment is terminated by the Company, Employer or their respective Holding LLC and its Subsidiaries for any reason (the “Separation”)Cause or by Executive without Good Reason, the Unvested Shares Companies or any of their Subsidiaries may repurchase all or any portion of the Executive Securities (whether held by Executive or one or more of Executive’s 's direct or indirect transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”)") by delivering written notice thereof (a "Repurchase Notice") to Executive not later than 90 days after the date of such termination. Each of the Companies and their respective Subsidiaries which elects to purchase Executive Securities pursuant to the Repurchase Option is referred to as a "Repurchasing Company" and all such persons are referred to collectively as the "Repurchasing Companies". The Company Repurchasing Companies may assign elect (i) to purchase all or any portion of the Unvested Securities without or before purchasing any Vested Securities and (ii) to purchase all or any portion of the Vesting Executive Securities without or before purchasing any Nonvesting Executive Securities. If the Repurchasing Companies elect to purchase Nonvesting Executive Securities, the Repurchasing Companies shall purchase a proportionate amount of each class and type of Nonvesting Executive Securities. The purchase price for each of the Unvested Securities shall be the lesser of (i) its repurchase rights set forth in this Section 3 to any PersonFair Market Value and (b) its Original Cost. The purchase price for each Vested Security shall be its Fair Market Value. (b) In the event Executive's employment is terminated by Holding LLC and its Subsidiaries without Cause or by Executive with Good Reason, the Companies and any of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board their respective Subsidiaries may elect to purchase all or any portion of the Unvested Shares Securities by delivering written notice (a Repurchase Notice to Executive not later than 90 days after the “Repurchase Notice”) to the holder or holders date of such termination. The purchase price for each of the Unvested Shares within ninety Securities shall be the lesser of (90i) days after the Separation. its Fair Market Value, and (ii) its Original Cost. (c) The Repurchase Notice will shall set forth the number of Unvested Shares Securities to be acquired from each holderholder of Executive Securities, the aggregate consideration to be paid for such Unvested Shares securities and the time and place for the closing of the transaction. The number of Unvested Shares Executive Securities of any class or type to be repurchased by the Company Repurchasing Companies shall first be satisfied to the extent possible from the Unvested Shares Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares Executive Securities of any class or type then held by Executive is less than the total number of Unvested Shares which Executive Securities of such class or type the Company has Repurchasing Companies have elected to purchase, the Company Repurchasing Companies shall purchase the remaining Unvested Shares amount elected to be purchased from the other holder(s) of Unvested Shares Executive Securities under this Agreement, pro rata according to the number amount of Unvested Shares Executive Securities of such class or type held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole share or unit). (d) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Repurchasing Companies in the Repurchase Notice, which date shall not be more than 90 days nor less than five days after the delivery of such notice. The number of Unvested Shares to be repurchased hereunder will be allocated among Repurchasing Companies shall pay the purchase price for the Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares Securities to be purchased pursuant to the Repurchase Option by (i) offsetting all or any portion of the amounts, if any, then owing under the Executive Notes under any other bona fide debts owed by Executive to any of the Companies, (ii) delivery of a check or wire transfer of funds, (iii) if any of the Companies is restricted at such time from paying cash to repurchase equity securities, delivery of a subordinated note or notes of BrightView and/or Holding LLC payable in three equal annual installments beginning on the first anniversary of the closing of such Personpurchase and bearing interest (payable quarterly) at a rate per annum equal to the "applicable federal rate" (as defined in Treasury Regulation Section 1.1274-4(b)), or (iv) solely at the option of the Repurchasing Companies, any combination of clause (i), clause (ii) and, subject to the conditions set forth in clause (iii), clause (iii); provided that if any Repurchasing Company is restricted from paying cash for any Executive Securities it elects to repurchase pursuant to the Repurchase Option, such Repurchasing Company will pay for such Executive Securities first by offsetting amounts then owing under the Executive Notes pursuant to clause (iii) if such Repurchasing Company is not restricted from paying for such Executive Securities in such manner under its debt and equity financing agreements. Any notes issued by the Companies pursuant to this Section 3(d) shall be subject to such subordination and other terms specified therefor in any restrictive covenants to which any of the Companies is subject at the time of such purchase. The Repurchasing Companies shall be entitled to receive customary representations and warranties from the sellers regarding such sale of Executive Securities (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances) and to require that all sellers' signatures be guaranteed by a national bank or reputable securities broker. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by any of the Companies shall be subject to applicable restrictions contained in the Delaware General Corporation Law, the Delaware Limited Liability Company Act and in the Companies and their Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Companies are otherwise entitled to make, the time periods provided in this Section 3 shall be suspended, and the Companies may make such repurchases as soon as they are permitted to do so under such restrictions.

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Company and its Subsidiaries for any reason (the “Separation”"Termination"), the Unvested Shares all Executive Stock (whether held by Executive or one or more of Executive’s 's transferees, other than the Company) will be subject to repurchase, in each case repurchase by the Company and the Investors Investor pursuant to the terms and conditions set forth in this Section 3 (the “"Repurchase Option”"). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the The purchase price for each Unvested Share of Executive Common Stock and each share of Preferred Stock constituting Executive Stock will be the lesser of (i) Executive’s 's Original Cost for such share (plus all accrued but unpaid dividends thereon), and the Carried Unit(s) in respect purchase price for each Vested Share of which such Share was issued to Executive and (ii) Common Stock will be the Fair Market Value of for such Share as of the date of the Repurchase Notice (defined below)share. (c) The Board of Directors of the Company (the "Board") may elect to purchase all or any portion all, but not less than all, of the Unvested Shares Executive Stock by delivering written notice (the “"Repurchase Notice”") to the holder or holders of the Unvested Shares such Executive Stock within ninety (90) days one year after the SeparationTermination (it being understood that an election to purchase Executive Stock hereunder shall not be an election to purchase the stock acquired pursuant to the senior management agreements with other executives of the Company). The Repurchase Notice will set forth the number of Unvested Shares shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares shares and the time and place for the closing of the transaction. (d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investor shall be entitled to exercise the Repurchase Option for the shares of Executive Stock the Company has not elected to purchase (the "Available Shares"). The number of Unvested Shares to As soon as practicable after the Company has determined that there will be repurchased by Available Shares, but in any event within ten months after the Termination, the Company shall first be satisfied give written notice (the "Option Notice") to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If Investor setting forth the number of Unvested Available Shares then held by Executive is and the purchase price for the Available Shares. The Investor may elect to purchase all, but not less than all, of the total 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 Executive Stock as to the number of Unvested Shares which shares being purchased from such holder by the Investor (the "Supplemental Repurchase Notice"). At the time the Company has elected delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investor setting forth the number of shares the Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) In the event that (i) the Executive's employment is terminated by the Company shall purchase without Cause, (ii) neither the remaining Unvested Shares Company nor the Investor has elected to be purchased from purchase all of the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(sExecutive Stock hereunder and (iii) at the time of delivery such Termination, the Company is meeting all budget projections set forth by the Board for that fiscal year, the Executive may require the Company to purchase all, but not less than all, of such Repurchase Notice the Executive Stock by delivering written notice (determined as nearly as practicable the "Put Notice") to the nearest share)Company within one year after such Termination. The number of Unvested Shares to be repurchased hereunder Put Notice will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to set forth the number of Unvested Shares shares to be acquired from each holder and the time and place for the closing of the transaction. (f) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option or the Put Notice shall take place on the date designated by the Company in the case of either the Repurchase Notice or the Supplemental Repurchase Notice or by the Executive in the case of the Put Notice, which date shall not be more than one month nor less than five days after the delivery of the later of any such notice to be delivered. The Company and/or the Investor will pay for the Executive Stock 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; provided, however, that the Company may elect to pay for the Executive Stock to be purchased pursuant to the Put Notice by delivery of a promissory note from the Company having a term no longer than five years, payable in sixty equal installments, a market rate of interest and other typical market terms. In addition, the Company may pay the purchase price for such Personshares by offsetting amounts outstanding under any bona fide debts owed by Executive to the Company including, without limitation, debts owed under the Executive Note. The Company and the Investor will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (g) The right of the Company and the Investor to repurchase Vested Shares pursuant to this Section 3 and the obligation of the Company to repurchase the Executive Stock pursuant to paragraph (e) above shall terminate upon the first to occur of the Sale of the Company or a Qualified Public Offering. (h) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company will make such repurchases as soon as it is permitted to do so under such restrictions.