Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) Anytime following the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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.

Repurchase Option. (a) Anytime following In the date event the Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all of this Agreement the Shares are released from the Company's Repurchase Option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for 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 4) at a the original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the Company, at any time, Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company's option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) by canceling an amount of the number of Warrants Purchaser's indebtedness to the Company is repurchasing and 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 to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Shares (to the extent repurchased, the “Repurchased SecuritiesShares”), 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 or 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 timetime during the Repurchase Period, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants Shares the Company is repurchasing (the “Repurchased Shares”) and (iii) the aggregate Repurchase Price to be paid for the Repurchased SecuritiesShares. The Repurchase Notice shall be accompanied by a check made out in the name of such 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 Shares so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled canceled and the Company shall have the right to retain and transfer to its own name the Repurchased SecuritiesShares. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion.

Repurchase Option. (ai) Anytime following the date of this Agreement (the “Repurchase Period”), the The Company shall have an irrevocable, exclusive option, but not option (the obligation“Repurchase Option”) for a period of three (3) years from the date hereof, to repurchase all or any portion twenty-five percent (25%) of the Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchased, the “Repurchased SecuritiesRestricted 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 accordance with 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 1.2(b) herein 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 "Repurchase Option"“Employment Agreement”). The Repurchase Option shall be exercisable exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Agent (as defined in Section 6 hereof)) and, at a price equal to the Company’s option, (i) two times by delivery to Purchaser or his executor with such notice of a check in the sum amount of (a) the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser repurchase price for the Restricted Stock being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser 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 (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Stock (formerly, Restricted Stock) being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of shares of such Stock being repurchased by the Company. The Repurchase Option set forth in For the purposes of this Section may be assigned by the Company in whole or in part in its sole discretion.3, “

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder has a Termination of Employment before all of the Shares are released from the Company's Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing on the first day after the date Holder has a Termination of Employment, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase OptionREPURCHASE OPTION") at the original cash purchase price per share (the "REPURCHASE PRICE"). The Repurchase Option shall be exercisable at a price equal to (i) two times lapse and terminate on the sum last day 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")such 60-day period. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price"AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, the Seller shall have the right to repurchase all, but not less than all, of the Receivable Interests held by the Investors and the Banks upon not less than thirty (a30) Anytime following days prior written notice to the Purchaser Agents. Such notice shall specify the date of this Agreement that the Seller desires that such repurchase occur (such date, the “Repurchase PeriodDate”). On the Repurchase Date, the Company Seller shall have transfer to each Purchaser Agent’s Account in immediately available funds an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 amount equal to (i) two times the sum Capital of (a) the Purchase Price Receivable Interests held by the Investors and (b) any advances and additional cash contributions to capital made by a Purchaser the Banks, (ii) less any amounts paid all accrued and unpaid Yield thereon 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 CompanyDate, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) all accrued and unpaid fees owing to the aggregate Repurchase Price Investors and the Banks under the Fee Agreements, (iv) the Liquidation Fee owing to be paid the Investors and the Banks in respect of such repurchase and (v) all expenses and other amounts payable hereunder to any of the Administrative Agent, the Purchaser Agents, the Investors and the Banks (including, without limitation, reasonable and documented attorneys’ fees and disbursements for the Repurchased Securitiesa single firm of primary counsel). The Repurchase Notice Any repurchase pursuant to this Section 1.12 shall be accompanied made without recourse to or warranty by the Administrative Agent, the Purchaser Agents, the Investors or the Banks (except for a check made out in warranty that all Receivable Interests repurchased are transferred free of any lien, security interest or Adverse Claim created solely by the name actions of such Purchaserthe Administrative Agent, the Purchaser Agents, the Investors or other immediately available funds the Banks). Further, on the Repurchase Date the Bank Commitments for all the Banks shall terminate, each of the Commitment Termination Date and Facility Termination Date shall have occurred, and no further purchases or reinvestments of Collections 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 discretionmade hereunder.

Repurchase Option. (a) Anytime following Subject to the date provisions of this Agreement Section 4 below, in the event 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 Period”Option (as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant unreleased Shares (pursuant to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b4) herein at such time (the "Repurchase Option"). The Repurchase Option shall be exercisable ) at a the original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable by the CompanyCompany by written notice to the Purchaser or the Purchaser's executor and shall be exercisable, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide Company's option (i) that by delivery to the Company is exercising its Repurchase Option Purchaser or the Purchaser's executor with such notice of a check in connection with this Agreement; 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 Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the "Aggregate Repurchase Price"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. (a) Anytime following So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, the Seller shall have the right to repurchase all, but not less than all, of the Receivable Interests held by the Investors and the Banks upon not less than 15 days’ prior written notice to the Purchaser Agents. Such notice shall specify the date of this Agreement that the Seller desires that such repurchase occur (such date, the “Repurchase PeriodDate”) and, if specified in such notice, such repurchase may be conditioned upon the effectiveness of one or more other transactions specified in such notice (in which case, such notice may be revoked by the Seller if any of those transactions is not to become effective by providing written notice to the Purchaser Agents to such effect not less than three Business Days prior to the Repurchase Date). On the Repurchase Date, the Company Seller shall have transfer to each Purchaser Agent’s Account in immediately available funds an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 amount equal to (i) two times the sum Capital of (a) the Purchase Price Receivable Interests held by the Investors and (b) any advances and additional cash contributions to capital made by a Purchaser the Banks, (ii) less any amounts paid all accrued and unpaid Yield thereon 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 CompanyDate, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) all accrued and unpaid fees owing to the aggregate Repurchase Price Investors and the Banks under the Fee Agreements, (iv) the Liquidation Fee owing to be paid the Investors and the Banks in respect of such repurchase and (v) all expenses and other amounts payable hereunder to any of the Administrative Agent, the Purchaser Agents, the Investors and the Banks (including, without limitation, reasonable and documented attorneys’ fees and disbursements for the Repurchased Securitiesa single firm of primary counsel). The Repurchase Notice Any repurchase pursuant to this Section 1.12 shall be accompanied made without recourse to or warranty by the Administrative Agent, the Purchaser Agents, the Investors or the Banks (except for a check made out in warranty that all Receivable Interests repurchased are transferred free of any lien, security interest or Adverse Claim created solely by the name actions of such Purchaserthe Administrative Agent, the Purchaser Agents, the Investors or other immediately available funds the Banks). Further, on the Repurchase Date the Bank Commitments for all the Banks shall terminate, each of the Commitment Termination Date and Facility Termination Date shall have occurred, and no further purchases or reinvestments of Collections 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 discretionmade hereunder.

Repurchase Option. A. If this Agreement is terminated by the Service Provider for any reason, except death or Total Disability (aas defined in Article “9” of this Agreement), or by the Company (i) Anytime following for “Cause” (as defined in Article “10” of this Agreement), (ii) pursuant to Paragraph “C” of Article “4” of this Agreement, for any reason other than for “Cause”, or (iii) by reason of the Service Provider’s death or Total Disability, the Company shall, upon the date of such termination, have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Earned Shares or Unearned Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option pursuant to this Article “6” of this Agreement (such Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option are hereinafter referred to as the “Unreleased Shares”), at the price per share which is set forth in Paragraph “B” of this Article “6” of this Agreement (the “Repurchase PeriodPrice”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 Company may exercise its Repurchase Option as to any or all of the Shares at any time after the termination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this Agreement; provided, however, that the Company’s Repurchase Option shall be exercisable deemed to have been exercised without requirement of further action on the part of either Party as to all Unreleased Shares at a price equal 5:00 p.m. PST on the date that is ninety (90) days after the date of termination of this Agreement pursuant to (i) two times the sum this Paragraph “A” 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 this Article “6” of any shares of Common Stock of the Purchaser by this Agreement, unless the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Companyexpressly, at any timein writing, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election declines to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price respect to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery any of the Repurchase Notice and Shares prior to such time (such Shares being 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“Released Shares”).

Repurchase Option. (a) Anytime following the date of this Agreement (the “Repurchase Period”)If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have an irrevocablethe right and option to purchase from Purchaser, exclusive optionor Purchaser's personal representative, but not as the obligationcase may be, to repurchase all or any portion of the Warrant or any shares Purchaser's Unvested Shares as of Common Stock underlying the Warrant (to date of such termination at the extent repurchased, price paid by the “Repurchased Securities”), in accordance with Section 1.2(b) herein Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of a 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), within ninety (90) days of the termination, 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 closing shall take place at the 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 termination, the Repurchase Option shall terminate. (e) 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 terminate in connection accordance with the Repurchase of any shares of Common Stock of the Purchaser by the Company (the "Repurchase Price")Vesting Schedule in Optionee's Option Agreement. The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 discretion2.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder experiences 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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days after the date Holder experiences a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase OptionREPURCHASE OPTION") at the original cash purchase price per share (the "REPURCHASE PRICE"). The Repurchase Option shall be exercisable at lapse and terminate ninety (90) days after Holder experiences a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price"AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any assets or securities received by or distributed to Holder with respect to, in exchange for or in substitution of such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime following In the date of this Agreement (the “Repurchase Period”)event Executive's employment is terminated by Holding LLC and its Subsidiaries for Cause or by Executive without Good Reason, the Company shall have an irrevocable, exclusive option, but not the obligation, to Companies or any of their Subsidiaries may repurchase all or any portion of the Warrant Executive Securities (whether held by Executive or any shares one or more of Common Stock underlying the Warrant (Executive's direct or indirect transferees) pursuant to the extent repurchased, the “Repurchased Securities”), terms and conditions set forth in accordance with this Section 1.2(b) herein 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 Repurchase Option shall be exercisable at a price equal to Repurchasing Companies may elect (i) two times to purchase all or any portion of the sum 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 (ai) the Purchase Price its Fair Market Value 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")its Original Cost. The Repurchase Option purchase price for each Vested Security shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 discretionFair Market Value.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (aas defined below) Anytime following before all of the date of this Agreement Shares are released from the Company’s Repurchase Option (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety days after the date Participant has a Termination of Service, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the Purchase Price per Share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at a price equal to (i) two times lapse and terminate ninety days after the sum Participant’s Termination 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")Service. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase OptionREPURCHASE OPTION") at the original cash purchase price per share (the "REPURCHASE PRICE"). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price"AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase Option"). The Repurchase Option shall be exercisable ) at a the original cash purchase 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 per share (the "Repurchase Price"). The Repurchase 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 CompanyCompany 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 any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the "Aggregate Repurchase Price"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime In the event of (i) the voluntary termination which is not Good Reason termination, or (ii) involuntary termination for Cause, of a Founder's employment with or services to HumanClick, the Company shall have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option ("Repurchase Option") for a period of ninety (90) days (subject to Section 1(d) hereof) from such date to repurchase, at a price equal to the lower of (i) the average closing price for a share of the Company's Common Stock as quoted on the Nasdaq Stock Market for the 30 trading days following the date of this Agreement such termination (the “Repurchase Period”)"Market Price") and (ii) seven dollars ($7.00) per share, the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the Warrant or any shares of Common such Founders' Stock underlying the Warrant that are Unreleased Founders' Stock (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b) herein (the "Repurchase Option"as hereinafter defined). The Company may exercise its Repurchase Option shall be exercisable by giving written notice to the applicable Founder (with a copy to the Escrow Agent) and, at a price equal to the option of the Company, (i) two times by delivering to such Founder a check in the sum amount of (a) the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser repurchase price for the Founders' Stock being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock by canceling such of the Purchaser by applicable Founder's indebtedness to the Company equal to the repurchase price for the Founders' Stock being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”iii) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price for the Founders' Stock being repurchased. Upon delivery of such notice and payment of the Repurchase Notice and the Repurchase Pricerepurchase price, the Warrants so Company shall become the legal and beneficial owner of the Founders' Stock being repurchased (and all rights and interests therein or relating thereto shall be deemed cancelled thereto) 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 discretionnumber of shares of Founders' Stock being repurchased.

Repurchase Option. (a) Anytime following In the date event the Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all of this Agreement the Shares are released from the Company’s Repurchase Option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not option (the obligation, “Repurchase Option”) for a period of sixty (60) days from such date to repurchase all or any portion up to that number of shares which constitute the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 4) at the Warrant original purchase price per share (to the extent repurchased, the “Repurchased SecuritiesRepurchase Price”), 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice to the Purchaser or the Purchaser’s executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company’s option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) by canceling an amount of the number of Warrants Purchaser’s indebtedness to the Company is repurchasing and 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 to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following For a period of one year from the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 Shares (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 such the Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants Shares the Company is repurchasing (the “Repurchased Shares”) and (iii) the aggregate Repurchase Price to be paid for the Repurchased SecuritiesShares. The Repurchase Notice shall be accompanied by a check made out in the name of such the Purchaser, or other immediately available funds shall be providedfunds, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Warrants Shares so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled canceled and the Company shall have the right to retain and transfer to its own name the Repurchased SecuritiesShares. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. If at any time during the Repurchase Period, the Company consummates (a) a merger or other business combination with an operating business or (b) 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 Securities Act of 1933, as amended, the Repurchase Option shall terminate thereupon.

Repurchase Option. (a) Anytime following At any time during the date term of any Operator Lease, Carvana may elect to repurchase a Property sold to VMRE pursuant to this Agreement Agreement. The purchase price for such repurchase (the “Repurchase PeriodPrice”)) shall be calculated in the manner set forth in Section 3.2 above, plus (x) any and all Purchase Price disbursements made under a Disbursement Agreement for such applicable Property, (y) any amounts added to or subtracted from the Company Repurchase Price pursuant to the Operator Lease, and (z) any and all amounts paid by VMRE with regard to such Property pursuant to VMRE’s lease or ownership of the Property during VMRE’s ownership of such Property. The conveyance of a Property made pursuant to this repurchase option shall have an irrevocablebe made by VMRE, exclusive “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date Carvana exercises its option, but not without representation or warranty except as may be expressly provided in the obligation, conveyance documents to repurchase all or any portion of the 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 be delivered by VMRE which shall be exercisable at a price equal in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) two times all applicable Permitted Exceptions related to the sum Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) the Purchase Price have not been requested by Carvana and (b) any advances and additional cash contributions to capital made by a Purchaser have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (iia) less any amounts paid to Purchaser in connection or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at 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 CompanyProperty, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the aggregate Repurchase Price Improvements. Upon the reconveyance of a Property made under this Section 3.5, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.5, VMRE shall not be paid for required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to or resulting from Carvana’s construction activities on the Repurchased SecuritiesProperty. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The Repurchase Notice shall be accompanied by a check made out in text has been separately filed with the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice Securities 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 discretionExchange Commission.

Repurchase Option. (a) Anytime following For a period of one year from the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 such the Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants whether the Company is repurchasing all of or a portion of, the Warrant (the Repurchased Warrant”) and (iii) the aggregate Repurchase Price to be paid for the Repurchased SecuritiesWarrant. The Repurchase Notice shall be accompanied by a check made out in the name of such the Purchaser, or other immediately available funds shall be providedfunds, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Warrants Warrant so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled canceled and the Company shall have the right to retain and transfer to its own name the Repurchased SecuritiesWarrant. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. If at any time during the Repurchase Period, the Company consummates (a) a merger or other business combination with an operating business or (b) 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 Securities Act of 1933, as amended, the Repurchase Option shall terminate thereupon.

Repurchase Option. (a) Anytime following In the date event the Purchaser's Continuous Status as an Employee or Consultant terminates for any or no reason (including death or disability) before all of this Agreement the Shares are released from the Company's Repurchase Option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for 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 4) at a the original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the Company, at any time, Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company's option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) by cancelling an amount of the number of Warrants Purchaser's indebtedness to the Company is repurchasing and 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 to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, the Seller shall have the right (abut not any obligation) Anytime following to repurchase that portion of each Receivable Interest sold pursuant hereto representing one or more specified Pool Receivables which are Defaulted Receivables, or otherwise identified for repurchase by the Seller in order to conform with, or not to breach, any provision of or order under, the Foreign Extraterritorial Measures Act (Canada) or regulations thereunder, upon not less than three Business Days’ prior written notice to the Agent. Such notice shall specify the date of this Agreement that the Seller desires that such repurchase occur (such date, the “Repurchase PeriodDate”)) and shall identify the Receivables to be included in such repurchase. On the Repurchase Date, the Company Seller shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (transfer to the extent repurchased, the “Repurchased Securities”), Agent’s Account 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery lesser of (i) the Outstanding Balance of the Repurchase Notice Receivables included in such repurchase and (ii) the 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 Repurchase Price, the Warrants so repurchased and all rights and interests therein or relating thereto Banks shall be deemed cancelled to assign and release, without recourse, representation or warranty, their right, title and interest in and to the Company Receivables included in such repurchase. In connection with any such repurchase, the Agent shall have execute and deliver, at the right Seller’s request and expense, any assignment or release that the Seller may reasonably request to retain and transfer evidence the repurchase of the applicable Receivables. At such time, if any, that the aggregate Outstanding Balance of all Receivables repurchased pursuant to its own name the Repurchased Securities. The Repurchase Option set forth in this Section may be assigned by exceeds 2% of the Company 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 whole respect of such Receivables to accounts or in part in its sole discretionpost offices boxes other than the Deposit Accounts or the Lock-Boxes.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (aas defined below) Anytime following before all of the date of this Agreement Shares are released from the Company’s Repurchase Option (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days after the date Participant has a Termination of Service, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the Purchase Price per Share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at a price equal to lapse and terminate ninety (i90) two times days after the sum Participant’s Termination 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")Service. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. Subject to the provisions of Section 9 below, ----------------- in the event of any voluntary or involuntary termination of Executive's employment by, or services to, the Company for any reason (aother than by reason of death or disability) Anytime following before all of the date of this Agreement Shares are released from the Company's Repurchase Option (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b) herein 8) at such time (the "Repurchase Option"). The Repurchase Option shall be exercisable ) at a the ----------------- original purchase 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 per share (the "Repurchase Price"). The Repurchase ---------------- Option shall be exercisable by the CompanyCompany by written notice to Executive and shall be exercisable, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to Executive with such notice of a check in the Company is exercising its Repurchase Option in connection with this Agreement; amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of Executive'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 Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Unreleased Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the "Aggregate --------- Repurchase Price"). Upon delivery of the Repurchase Notice such notice and the payment of the ---------------- Aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion.

Repurchase Option. Subject to the provisions of Section 5 below, in the event of any voluntary or involuntary termination of the Purchaser’s services to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unvested Shares (to the extent repurchased, as defined below in Section 4) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (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 CompanyCompany by written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow Agent, as defined in the Joint Escrow Instructions attached as Exhibit B hereto) and shall be exercisable, at any timethe Company’s option, (i) by delivering written 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 shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. (a) Anytime following For a period of one year from the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the this 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 as set forth in that certain Warrant Purchase Price Agreement, dated November 2, 2010 by 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 between the Company and the Holder (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such the Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants whether the Company is repurchasing all of or a portion of, the Warrant (the Repurchased Warrant”) and (iii) the aggregate Repurchase Price to be paid for the Repurchased SecuritiesWarrant. The Repurchase Notice shall be accompanied by a check made out in the name of such the Purchaser, or other immediately available funds shall be providedfunds, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Warrants Warrant so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled canceled and the Company shall have the right to retain and transfer to its own name the Repurchased SecuritiesWarrant. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. If at any time during the Repurchase Period, the Company consummates (a) a merger or other business combination with an operating business or (b) 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 Securities Act of 1933, as amended, the Repurchase Option shall terminate thereupon.

Repurchase Option. (a) Anytime following In the date event Stockholder's employment with the Company is terminated (i) voluntarily by the Stockholder or (ii) by the Company "for cause" before all of this Agreement the shares of Restricted Stock are released from the Company's repurchase option (the “Repurchase Period”see Section 2), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not option (which option may be assigned by the obligation, Company pursuant to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchased, the “Repurchased Securities”Section 7(b), in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable at ) for a price equal period of 90 days (or such longer period of time either mutually agreed to (i) two times by Stockholder and 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 Company or determined by the Company in good faith to be necessary to avoid the loss of "qualified small business stock" treatment under Section 1202 of the Internal Revenue Code for any stockholder other than Stockholder) from such date to repurchase some or all of the Unreleased Shares (as defined in Section 2) at such time at the original price per share paid by Stockholder for the Restricted Stock (the "Repurchase Price"). The In the event Stockholder's employment with the Company is terminated by the Company other than "for cause," all shares of Restricted Stock shall be released from the Repurchase Option and the Repurchase Option shall terminate and be of no further force or effect. Said Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to Stockholder or Stockholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to Stockholder or Stockholder's executor with such notice of a check in the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number amount of Warrants the Company is repurchasing and (iii) the aggregate 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 PurchaserRestricted Stock being repurchased, or other immediately available funds shall be provided, for (ii) by cancellation by the Company of an amount of any of Stockholder's indebtedness to the Company equal to the aggregate Repurchase Price for the Restricted Stock being repurchased, 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 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.Upon

Repurchase Option. In order to assure that an adequate supply of GE Spare Engines are available to support the worldwide operating fleet of GE powered aircraft, GE reserves the option, for a limited period of time following the sale of Spare Engines to Buyer, to repurchase Spare Engines which Buyer proposes to utilize for other than its own operating purposes, other than (i) a sale to an affiliate or an owner trustee for the benefit of an affiliate or (ii) an offer to sell such Engine to a bona fide third party leasing company, investment fund, bank or other purchaser while such Engine is subject to a bona fide lease to an airline operator, and Customer remains as servicer until the re-purchase option is satisfied. Accordingly, if prior to the accumulation of [*] Flight Hours on any Spare Engine sold hereunder, Buyer elects to a) Anytime following offer such Spare Engine including neutral QEC for resale or b) undertake action to cause components or parts of such Spare Engine to be made available for sale, Buyer shall give GE prompt advanced written notice of such determination (“Buyer’s Notice”). Promptly upon receipt of such notice, GE shall have the date of this Agreement option to repurchase the Spare Engine from Buyer (the “GE Repurchase PeriodOption”)) at the lower of (i) the net price (the GE quoted spare engine price less any allowances or other credits available to, and exercised by, Buyer) at which such Spare Engine was sold by GE to Buyer, plus the Company shall have actual cost of any QEC, [*], [*] or additional equipment purchased by Buyer and installed on the Spare Engine, less an irrevocable, exclusive option, but not the obligation, amount to repurchase all or cover any portion use and operation of the Warrant or any shares of Common Stock underlying Spare Engine which, as agreed by the Warrant (Parties, shall be equal to then current restoration charges per operating hours and cycles applicable to the extent repurchasedequivalent GE lease pool engine; or (ii) any lower amount contained in any current, bona fide offer made to Buyer by a third party for such Spare Engine including the “Repurchased Securities”)actual cost of any QEC, [*], [*] or additional equipment purchased by Buyer and installed on the Spare Engine. If requested by GE, an independent expert, jointly designated by GE and Buyer, shall verify such offer while maintaining in accordance with Section 1.2(b) herein (confidence the "identity of such third party. GE shall give Buyer notice of its decision to decline or exercise such GE Repurchase Option")Option within [*] business days of its receipt of Buyer’s Notice. The Fulfillment by GE of GE Repurchase Option shall be exercisable at a price equal to conditional NOTE: Certain Confidential Information in this document (iindicated by [*]) two times the sum of (a) the Purchase Price has been omitted and (b) any advances and additional cash contributions to capital made by a Purchaser (ii) less any amounts paid to Purchaser in connection filed separately with the Repurchase of any shares of Common Stock Securities and Exchange Commission pursuant to a request for confidential treatment. GE PROPRIETARY INFORMATION (subject to restrictions on first page) upon technical inspection, review and acceptance of the Purchaser Spare Engine and its records by GE and the Company (the "Repurchase Price")execution of a mutually acceptable purchase agreement. The If GE Repurchase Option shall be exercisable “i” is exercised by the CompanyGE, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery upon completion of the Repurchase Notice and repurchase, GE shall restore to Buyer’s account any allowances or credits applied to reduce 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 discretionGE quoted spare engine price.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (aas defined below) Anytime following for any or no reason before all of the date of this Agreement Shares are released from the Company’s Repurchase Option (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days after the date Participant has a Termination of Service, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at a price equal to lapse and terminate ninety (i90) two times days after the sum Participant’s Termination 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")Service. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any assets or other securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, each Seller shall have the right (abut not any obligation) Anytime following to repurchase Transferred Receivables originated by it (including, with respect to the Canadian Seller, such Transferred Receivables as are identified for repurchase by such Seller in order to conform with, or not to breach, any provision of or order under, the Foreign Extraterritorial Measures Act (Canada) or regulations thereunder) upon not less than three Business Days' prior written notice to the Purchaser; provided, however, that the aggregate Outstanding Balance of Transferred Receivables repurchased pursuant to this Section may not exceed the lesser of (i) 10% of the highest aggregate Outstanding Balance of Transferred Receivables at any time or (ii) $35,000,000. Such notice shall specify the date of this Agreement that the applicable Seller desires that such repurchase occur (the “Repurchase Period”)such date, the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 OptionDate")) and shall identify the Receivables to be included in such repurchase. The Repurchase Option shall Each Seller agrees that it will not utilize any selection procedure in selecting the Receivables to be exercisable at a price equal so repurchased which is adverse 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 interests of the Purchaser or its assigns or would reasonably be expected to result in the repurchased Receivables containing a lower percentage of Defaulted Receivables or Delinquent Receivables than the percentage of Defaulted Receivables or Delinquent Receivables, as applicable, in the Receivables retained by the Company (Purchaser. On the "Repurchase Price"). The Repurchase Option Date, the applicable Seller shall be exercisable by remit to the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery aggregate Outstanding Balance of the Receivables included in such repurchase (provided that if any payment of Purchase Price is due to such Seller on such Repurchase Notice Date, such Seller may pay all or a portion of such amount by crediting the cash portion of such Purchase Price therewith), and the Repurchase Priceupon receipt thereof, the Warrants so repurchased and all rights and interests therein or relating thereto Purchaser shall be deemed cancelled to assign and release, without recourse, representation or warranty, its right, title and interest in and to the Company Receivables included in such repurchase. In connection with any such repurchase, the Purchaser shall have execute and deliver, at the right request and expense of such Seller, any assignment or release that such Seller may reasonably request to retain and transfer evidence the repurchase of the applicable Receivables. At such time, if any, that the aggregate Outstanding Balance of all Receivables repurchased pursuant to its own name the Repurchased Securities. The Repurchase Option set forth in this Section may be assigned by exceeds 2% of the Company aggregate Outstanding Balance of all Receivables, the applicable Seller will (or will cause the Servicer to) instruct all Obligors of Receivables being repurchased on such Repurchase Date to remit all their payments in whole respect of such repurchased Receivables to post office boxes or in part in its sole discretiondeposit accounts other than the Lock Boxes or Deposit Accounts.

Repurchase Option. (a) Anytime following In the date event that the Founder's employment with or services to the Company are terminated other than as a result of this Agreement a Termination Event before all of the Shares are released from the Repurchase Option of the Company (the “Repurchase Period”as provided in Section 2), the Company shall have have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not option (the obligation, "Repurchase Option") for a period of ninety (90) from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 2) at such time, at 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 original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to the Founder or the Founder's executor (with a copy to the Escrow Holder) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to the Company is exercising its Founder or the Founder's executor with such notice of a check in the amount of the Repurchase Option in connection with this Agreement; Price for the Shares being repurchased, (ii) the number of Warrants by cancellation by the Company is repurchasing and of an amount of the Founder's indebtedness to the Company equal to the Repurchase Price for the Shares being repurchased or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and the payment of the Repurchase Notice and the Repurchase PricePrice as described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretion.Company. A "

Repurchase Option. In the event of the voluntary or involuntary termination of the employment or consulting relationship of Purchaser with the Company for any reason, with or without cause (aincluding death or disability) Anytime following the date of this Agreement (the “Repurchase Period”a "Termination"), the Company shall shall, upon the date of such termination, have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for a period of ninety (90) days from such date to repurchase from Purchaser, at a the original purchase 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 per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such Notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, at any timeby cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and payment of the Repurchase Notice and Price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by Purchaser. The If a Termination occurs at any time after the date hereof and prior to June 30, 1998, the Repurchase Option set forth shall apply to 100% of the Shares. On June 30, 1998, 12/48ths of the shares shall be released from the Repurchase Option and 1/48th of the Shares shall be released from the Repurchase Option each full calendar month thereafter, provided in this Section may be assigned by each case the Purchaser is an employee or consultant of the Company in on the date of each said release. Fractional shares shall be rounded to the nearest whole or in part in its sole discretionshare.

Repurchase Option. Each Employee Member and each Affiliate and Permitted Transferee of such Employee Member that then holds any Interests (a) Anytime following the date of this Agreement (collectively. the “Repurchase PeriodInterest Holders”), ) grants the Company shall have or its nominee or assignee an irrevocable, exclusive option, but not exercisable by the obligationBoard of Managers in its sole discretion, to repurchase all or any portion of such Repurchase Interest Holders’ Interests (including any Common Units and vested Management Incentive Units held by the Warrant Repurchase Interest Holders after giving effect to any forfeiture thereof as provided in this Agreement, any Employment Agreement or any shares of Common Stock underlying the Warrant Award Letter) (to the extent repurchased, the “Repurchased SecuritiesRepurchase Interests”), for an amount equal to the Fair Market Value of the Repurchase Interests pursuant to the terms and conditions set forth in accordance with this Section 1.2(b) herein (9.4. For purposes of this Section 9.4, Fair Market Value shall be determined based on the "Repurchase Option")assumption that the assets of the Company were liquidated for their fair market value and the proceeds of such liquidation were distributed to the Members after all debts and obligations of the Company were paid. The Repurchase Option Fair Market Value shall not take into account any discount for minority status or lack of liquidity. Such option granted to the Company or its designee or assignee shall be exercisable at a price equal any time during the 90-day period beginning on the date such Employee Member’s employment is terminated for any reason (such option is referred to herein as the “Repurchase Option” and the Fair Market Value of the Repurchase Interests referred to herein as the “Repurchase Price”). The Board of Managers and the Employee Member will attempt in good faith to agree on the Repurchase Price of the Repurchase Interests as of the date on which the Board of Managers, or its nominee or assignee, notifies the Repurchase Interest Holders of its intent to exercise the Repurchase Option (the “Repurchase Option Exercise Notice”). If (i) two times an agreement on the sum Repurchase Price is not reached within 16 days after the date of (a) the Purchase Price Repurchase Option Exercise Notice 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 Interest Holders hold more than 150,000 vested Management Incentive Units, then the Repurchase Price of the Repurchase Interests shall be determined by a qualified independent appraiser to be mutually agreed upon by such Employee Member and the Board of Managers, provided that if they are unable to mutually agree on an appraiser within 10 days, the Company shall apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the oil and natural gas industry and in private equity to be appointed. In all other circumstances, the Repurchase Price shall be determined by the Board of Managers in its reasonable judgment. The expenses of any shares of Common Stock of the Purchaser appraiser shall be borne 50% by the Company and 50% by the Employee Member, and, if there is more than one Repurchase Interest Holder, then the 50% expense allocation shall be apportioned among them according to their respective Fully-Funded Percentage Interest (the "Repurchase Price"or MIU Percentages if all are not Common Unitholders). The Once the Repurchase Option shall be exercisable by Price has been determined, the CompanyBoard of Managers, at any timeor its nominee or assignee, will make an election whether or not to purchase the Repurchase Interests by delivering written notice (the “Repurchase Notice”) to such Purchaser the Repurchase Interest Holders within 30 days of its election to exercise its the date that the Repurchase OptionPrice has been determined. The Repurchase Notice shall provide set forth (i) that a date or time of not more than 60 days from the Company is exercising its delivery date on which closing of the purchase of the Repurchase Option in connection with this Agreement; Interest will occur and (ii) the number portion of Warrants the Repurchase Interest to be purchased. Notwithstanding the foregoing provisions of this Section 9.4, if the Employee Member has an Employment Agreement and the Employee Member terminated his or her employment for Good Reason (as defined in any such Employment Agreement), then the Repurchase Interest Holders may retain their Common Units by so notifying the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery writing within 10 days after receipt of the Repurchase Notice (the “Retention Exercise Notice”). If the Company receives a timely Retention Exercise Notice, then the Repurchase Notice shall apply only to vested Management Incentive Units and the portion of 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 Price attributed 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.such vested

Repurchase Option. (a1) Anytime following Eighty percent (80%) of the Shares (339,200 shares), and any dividends or distributions paid thereon (collectively, the “Restricted Stock”), are subject to the Company’s repurchase option defined in this section. In the event of the voluntary or involuntary termination of the Purchaser’s employment with or services to the Subsidiary (or the Company, if Purchaser transfers employment to the Company) for any or no reason (including death or Disability (as defined below)) before all of the Restricted Stock are released from the Company’s repurchase option under Section 5, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of 90 days from such date to repurchase all or any portion of the Warrant Restricted Stock which have not been released from the repurchase option at such time at the Share’s original purchase price per share ($.0025) (“Repurchase Option”) either based on time or any shares of Common Stock underlying the Warrant (accelerated vesting pursuant to the extent repurchased, the “Repurchased Securities”), in accordance with last sentence of Section 1.2(b) herein (the "Repurchase Option")5. The Said 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 exercised by the Company by written notice to the Purchaser or the Purchaser’s executor (with a copy to the "Repurchase Price"Escrow Holder (as defined below). The Repurchase Option shall be exercisable by ) and, at the Company, at any time’s option, by delivering written delivery to the Purchaser or the Purchaser’s executor with such notice (of a check in the “Repurchase Notice”) to such Purchaser amount of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid repurchase price for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase PriceRestricted Stock being repurchased. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price, the Warrants so Company shall become the legal and beneficial owner of the Restricted Stock being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Restricted Stock shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following In the event of the voluntary or involuntary termination of the Purchaser's employment or active consultancy with the Company, as the case may be (or, if the Purchaser shall have two or more of such relationships with the Company, in the event of the voluntary or involuntary termination of all of such relationships between the Purchaser and the Company), for any or no reason (including death or disability) before all of the Purchased Shares have become Released Shares, the Company shall, upon and from the date of this Agreement such termination, as reasonably fixed and determined by the Company (the “Repurchase Period”"Termination Date"), the Company shall have an irrevocable, exclusive optionright, but not the obligation, to repurchase all or any number of the Unreleased Shares at the original purchase price per share of $________ (subject to adjustment as provided in Section 7(c) below) plus any interest that may have accrued under the Note with respect to that portion of the Warrant or any shares of Common Stock underlying principal amount under the Warrant (Note attributable to the extent repurchased, purchase price of such Unreleased Shares. The Company may exercise its right to repurchase at any time within ninety (90) days after such termination by delivery to the “Repurchased Securities”), in accordance with Section 1.2(b) herein Purchaser or his Legal Representative of a written notice of exercise (the "Repurchase OptionNotice"). The Repurchase Option shall be exercisable ) and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his Legal Representative, together with such Repurchase Notice, of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the aggregate purchase price for the Unreleased Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with by cancellation by the Repurchase Company of an amount of any shares of Common Stock indebtedness of the Purchaser by to the Company equal to the aggregate purchase price for the Unreleased Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to indebtedness equals such repurchase price. Any Unreleased Shares not so repurchased shall no longer be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal subject to the Repurchase Priceprovisions of this Section 7. Upon delivery of the such Repurchase Notice and the Repurchase Pricepayment of such aggregate purchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Unreleased Shares being repurchased by the Company. The Notwithstanding anything in this Agreement (including, without limitation, this Section 7(a) or Section 8) expressed or implied to the contrary, the right to repurchase granted to the Company under this Section 7(a) shall apply to any and all Unreleased Shares that are outstanding on the Termination Date despite the fact that from and after the Termination Date any or all of such Unreleased Shares are, or are scheduled to be, released from the Repurchase Option set forth in this by operation of the provisions of Section may be assigned by the Company in whole or in part in its sole discretion8 hereof.

Repurchase Option. a. All of the Shares are subject to the Company's repurchase option defined in this section. In the event of the voluntary or involuntary termination of the Purchaser's employment with or services as a director to the Company for any or no reason (aincluding death or disability) Anytime following before all of the Shares are released from the Company's repurchase option under Section 5, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Shares which have not been released from the Warrant repurchase option at such time at the original purchase price per share (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b$ .001) herein (the "Repurchase Option"). The Said Repurchase Option shall be exercisable exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the repurchase price for the Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the repurchase price for the Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company. b. Whenever the Company in whole shall have the right to repurchase Shares hereunder, the Company may designate and assign one or in more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part in its sole discretionof the Company's repurchase rights under this Agreement and purchase all or a part of such Shares. 5.

Repurchase Option. (a) Anytime following For a period of one year from the date of this Agreement (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the this 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 as set forth in that certain Warrant Purchase Price Agreement, dated November 3, 2010 by 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 between the Company and the HOLDER (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such the Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants whether the Company is repurchasing all of or a portion of, the Warrant (the Repurchased Warrant”) and (iii) the aggregate Repurchase Price to be paid for the Repurchased SecuritiesWarrant. The Repurchase Notice shall be accompanied by a check made out in the name of such the Purchaser, or other immediately available funds shall be providedfunds, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice and the Repurchase Price, the Warrants Warrant so repurchased and all rights and interests therein or relating thereto shall be deemed cancelled canceled and the Company shall have the right to retain and transfer to its own name the Repurchased SecuritiesWarrant. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. If at any time during the Repurchase Period, the Company consummates (a) a merger or other business combination with an operating business or (b) 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 Securities Act of 1933, as amended, the Repurchase Option shall terminate thereupon.

Repurchase Option. (a) Anytime following In the date event that Optionee's employment or other relationship with the Company and all of this Agreement its Subsidiaries terminates for any reason (including, without limitation, by reason of Optionee's death, disability, retirement, voluntary resignation or dismissal by the “Repurchase Period”Company or any of its Subsidiaries, with or without Cause), the Company shall have an irrevocable, exclusive option, but not the obligation, option (the "Repurchase Option") to repurchase purchase from Optionee all or any portion of the Warrant or any shares Shares acquired by Optionee upon exercise of Common Stock underlying the Warrant Option for a period of six (to 6) months after the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b) herein effective date of such termination (the "Repurchase OptionTermination Date"); provided that such period shall be extended to the six-month anniversary of the date on which Optionee purchased any Shares pursuant to the Option after the Termination Date. The Repurchase Option shall be exercisable at exercised by the Company by delivery to Optionee, within the period specified above, of a price equal to (i) two times the sum of written notice specifying (a) the Purchase Price number of Shares to be purchased and (b) any advances and additional cash contributions a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Optionee shall surrender the certificate or certificates representing the Shares to capital made by a Purchaser (ii) less any amounts paid be purchased pursuant to Purchaser in connection with the Repurchase of any shares of Common Stock Option (duly endorsed in blank for Transfer) at the principal office of the Purchaser by Company in exchange for a check, payable to Optionee in the amount equal to check in the amount of the Repurchase Price, calculated as provided in this Section 10, for all Shares to be purchased. If Optionee fails to surrender the certificate or certificates evidencing the Shares on or before such date, from and after such date the Shares which the Company (elected to repurchase shall be deemed to be no longer outstanding, and Optionee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the "right to receive payment of the Repurchase Price", without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid provided for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such 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 discretion10 shall terminate upon an Initial Public Offering.

Repurchase Option. (ai) Anytime following In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (including death or disability) (a "Termination") as well as under the circumstances described in subsection (ii)(x) below, the Company shall, upon the date of this Agreement such termination or as described in such subsection (the “Repurchase Period”ii)(x), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for a period of 90 days from such date to repurchase from Purchaser, at a the original purchase 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 per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (x) by delivery to the Purchaser or his executor, with such Notice, of a check in the amount of the purchase price for the Shares being repurchased, or (y) in the event the Purchaser is indebted to the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that cancellation by the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name an amount of such Purchaser, or other immediately available funds shall be provided, for an amount indebtedness equal to the Repurchase Price for the Shares being repurchased, or (2) by a combination of (x) and (y) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Notice and Price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany, without further action by Purchaser.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (aas defined below) Anytime following for any or no reason before all of the date of this Agreement Shares are released from the Company's Repurchase Option (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days [FOR EXECUTIVE OFFICERS ONLY: nine (9) months] after the date Participant has a Termination of Service, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase OptionREPURCHASE OPTION") at the original cash purchase price per share (the "REPURCHASE PRICE"). The Repurchase Option shall be exercisable at a price equal to lapse and terminate ninety (i90) two times days [FOR EXECUTIVE OFFICERS ONLY: nine (9) months] after the sum Participant's Termination 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")Service. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant's executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at any timethe Company's option, by delivering written delivery to Participant or Participant's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price"AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any assets or other securities received by or distributed to Participant with respect to, in exchange for or in substitution of such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. In the event of the voluntary or involuntary termination or cessation of employment of the Purchaser with the Company for any reason whatsoever, with or without cause (a) Anytime following the date of this Agreement (the “Repurchase Period”including death or disability), the Company shall shall, upon the date of such termination (the "Termination Date"), have an irrevocable, exclusive option, but not the obligation, option to repurchase (the "Repurchase Option") all or any portion of the Warrant or any shares Subject Shares (as defined below) held by the Purchaser as of Common Stock underlying the Warrant (to Termination Date at 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 lesser of (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 original purchase price per Share specified 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; Section 1 hereof or (ii) the number Fair Market Value of Warrants the Shares. The term "Fair Market Value" shall mean the price per share equal to the last sale price of the Company's Common Stock as reported on the Nasdaq National Market on the last business day preceding the date of repurchase. Initially, all of the Shares purchased by the Purchaser shall be subject to the Company's Repurchase Option as set forth above (such Shares, until released from the Repurchase Option, the "Subject Shares"); provided, however, the Company's Repurchase Option shall cease to exist from and after the date of a Change of Control (as defined below), and the Subject Shares shall be released from the Company's Repurchase Option from and after the date of such Change of Control. One-thirty-sixth (1/36) of the Subject Shares (i.e., 3,056 Shares) held by the Purchaser (or any permitted transferee) shall be released from the Company's Repurchase Option under this Section 3(a) on the first day of each of the thirty-six (36) months following the Closing Date; provided in each such case the Purchaser is still employed with the Company on such dates. The continuation of the Purchaser's employment with the Company is repurchasing and (iii) the aggregate Repurchase Price a material inducement to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such 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 discretionselling the Shares to the Purchaser and failure to provide services to the Company for any reason whatsoever shall trigger the Company's Repurchase Option.

Repurchase Option. All of the Shares shall be subject to the Repurchase Option (a) Anytime following as defined below). If, for any reason, the Purchaser ceases his or her affiliation with Company by virtue of no longer being either a director, an employee or a consultant of Company (a “Service Provider”), including Purchaser’s death, disability, voluntary resignation or termination by the Company with or without cause, then Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by Company), have the right, but not the obligation (the “Repurchase PeriodOption”), the Company shall have an irrevocable, exclusive option, but not the obligationfor a period of ninety (90) days from such date, to repurchase all or any portion the 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 Warrant or any shares at the time the Repurchase Option is exercised, as determined by Company’s board of Common Stock underlying directors and (y) the Warrant Purchase Price (to the extent repurchased, the “Repurchased SecuritiesRepurchase Price”), 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 exercised 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 (to Purchaser and by delivering to Purchaser a check in the “Repurchase Notice”) to such Purchaser amount of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, Company shall become the Warrants so legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Unreleased Shares being repurchased by Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretiondiscretion may designate and assign one or more employees, officers, directors or stockholders of Company or other persons or organizations to exercise all or a part of Company’s Repurchase Option to purchase all or a part of the Unreleased Shares.

Repurchase Option. (a) Anytime following In the date event that the Founder's employment with or services to the Company are terminated other than as a result of this Agreement a Termination Event before all of the Shares are released from the Repurchase Option of the Company (the “Repurchase Period”as provided in Section 2), the Company shall have have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not option (the obligation, "Repurchase Option") for a period of ninety (90) days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 2) at such time, at 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 original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to the Founder or the Founder's executor (with a copy to the Escrow Holder) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to the Company is exercising its Founder or the Founder's executor with such notice of a check in the amount of the Repurchase Option in connection with this Agreement; Price for the Shares being repurchased, (ii) the number of Warrants by cancellation by the Company is repurchasing and of an amount of the Founder's indebtedness to the Company equal to the Repurchase Price for the Shares being repurchased or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and the payment of the Repurchase Notice and the Repurchase PricePrice as described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretion.Company. A "

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder experiences 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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days after the date Holder experiences a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at lapse and terminate ninety (90) days after Holder experiences a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any assets or securities received by or distributed to Holder with respect to, in exchange for or in substitution of such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime following The Shareholder hereby grants to the date Company an irrevocable, exclusive option for a period of this Agreement one hundred twenty (120) days (the “Option Period”) from the “Trigger Event” (defined below) to repurchase up to 926,100 of the Shares which have not been released pursuant to Section 3 herein (the “Unreleased Shares”) for the aggregate price of $114,000,000 (the “Repurchase PeriodPrice”), . For the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion purposes of the Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchasedthis Agreement, the “Repurchased Securities”), in accordance with Section 1.2(b) herein (Trigger Event” shall mean 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 earlier of the Purchaser by Company’s abandonment of the Company development of the Licensed Subject Matter or December 31, 2006, unless on or before such date, Phase I Clinical Trials (defined as first dosing in humans) have commenced for a product utilizing the "Repurchase Price"). The Repurchase Option shall be exercisable Licensed Subject Matter (as reasonably determined by the Company, at any timeprovided such determination will not be necessary if, following receipt of all requisite regulation approvals, human patients have been administered a product incorporating the Licensed Subject Matter). Said option shall be exercised by the Company by delivering written notice to the Shareholder or the Shareholder’s executor (with a copy to the “Repurchase Notice”Escrow Holder (as defined in Section 6)) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company’s option, (i) that by delivering to the Company is exercising its Shareholder or the Shareholder’s executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) the number of Warrants by the Company is repurchasing and canceling an amount of the Shareholder’s indebtedness to the Company, if any, equal to the aggregate Repurchase Price, or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the aggregate Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime In the event Losses incurred by Sellers for indemnifiable claims under this Article VIII exceed Two Million Dollars ($2,0000,000) in the aggregate in the fifteen months following the date Closing, or in the event an indemnification claim has been made within such fifteen (15) month period which alleges Losses which would cause the Losses hereunder to exceed $2,000,000, Sellers shall have a right, but not an obligation, upon written notice to Buyer (the “Option Notice”), to repurchase all of this Agreement the membership interests or other equity interests of the Company (the “Repurchase PeriodOption”). For purposes of this section the amount of indemnifiable claims necessary to reach the threshold level of $2,000,000 shall not include any amounts paid out of the Escrow Funds. (b) The exercise price for the Repurchase Option shall equal [***], plus the cash component of any capital expenditures invested in the Company shall have an irrevocable, exclusive option, but not by Buyer since the obligation, to repurchase Closing Date and all or any portion third party costs expended by Buyer from the date of the Warrant or any shares letter of Common Stock underlying the Warrant (intent to the extent repurchasedClosing Date plus an 8% annual rate of return for the period from closing to the date on which the repurchase shall occur, less any distributions taken by Buyer (the “Repurchased SecuritiesExercise Price”) to be paid in cash at such closing. (c) The Repurchase Option shall be for all of the membership interests or other equity interests of the Company and its subsidiaries and be completed upon execution and delivery of an executed membership equity transfer assignment and power in exchange for the Exercise Price (the “Assignment”), . Such Assignment shall contain only limited representations and warranties related to the ownership of the membership interests in accordance with Section 1.2(bthe Company and its subsidiaries. (d) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable at a price equal to immediately after the Losses exceed $2,000,000 in the aggregate (ithe “Option Trigger Event”). Such option shall expire ninety (90) two times days after the sum Option Trigger Event. (e) Sellers shall deliver written notice 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 exercise of this option in connection accordance with the Repurchase notice provisions of any shares of Common Stock this Agreement in the form set forth as Exhibit D hereto (the “Exercise Notice”). Such Exercise Notice shall specify a closing date. Within seven (7) days thereafter Buyer shall deliver to Sellers a computation of the Purchaser by Exercise Price. (f) The closing of the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice occur within thirty (the “Repurchase Notice”30) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon days following delivery of the Repurchase Notice and the Repurchase PriceExercise Notice. (g) For purposes of this section, the Warrants so repurchased and all rights and interests therein or relating thereto “Losses” shall be deemed cancelled calculated after the Basket maximum has been reached and the Company shall have the right mean any actual payment, accepted known liability, expense (including cost of investigation and defense and reasonable attorney fees) net of any tax benefits inuring to retain Sellers and transfer to its own name the Repurchased Securitiesany insurance proceeds received by Sellers as a result of such indemnifiable claim. The Repurchase Option set forth in this ARTICLE IX Closing Documents Section may be assigned by the Company in whole or in part in its sole discretion.9.1

Repurchase Option. Subject to the provisions of Section 5 below, in the event of any voluntary or involuntary termination of the Purchaser's services to the Company for any or no reason before all of the Shares are released from the Company's Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b4) herein at such time (the "Repurchase Option"). The Repurchase Option shall be exercisable ) at a the original cash purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable by the CompanyCompany by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder, as defined below in Section 8) and shall be exercisable, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to the Company is exercising its Repurchase Option Purchaser or the Purchaser's executor with such notice of a check in connection with this Agreement; 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 Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the "Aggregate Repurchase Price"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. Until the Lock-Up Expiration Date (a) Anytime as defined in the Stockholder Agreement), in the event that a Governmental Entity determines that Purchaser may not hold the Subject Shares following the date of this Agreement (Closing, the “Repurchase Period”)Purchaser shall promptly notify the Company, and the Company shall have an irrevocable, exclusive option, but not the obligation, option to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (elect 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 either (a) the Purchase Price repurchase all (and (bnot less than all) 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 Subject Shares from 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount per share price equal to the Repurchase Price. Upon delivery Price (as defined below), or (b) use reasonable best efforts to facilitate a (i) private placement of the Repurchase Notice Subject Shares to prospective purchasers reasonably acceptable to the Company or (ii) registered underwritten offering of the Subject Shares, which shall include formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company. The Company may exercise such purchase or resale option and thereby repurchase or resell, as applicable, all (but not less than all) of the Repurchase PriceSubject Shares by notifying the Purchaser in writing twenty (20) days of the Company being notified by Purchaser. In the case of an private placement or registered underwritten offering, the Warrants so repurchased and all rights and interests therein or relating thereto Purchaser shall be deemed cancelled responsible for all reasonable, documented, out-of-pocket costs and the Company expenses and shall have the right to retain make the final pricing decision with respect to the Subject Share to be resold in connection therewith. In the case of a registered underwritten offering, the Purchaser shall complete, execute, acknowledge and transfer to its own name the Repurchased Securities. The Repurchase Option set forth in this Section deliver such customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be assigned reasonably requested by the Company or the underwriters in whole connection with the filing of a registration statement; and the Company and the underwriters shall not be liable to the Purchaser for any loss, claim, damage or liability to the extent that it arises out of or is based upon an untrue statement or omission made in part connection with such registration statement, solely in reliance upon and direct in conformity with written information furnished by the Purchaser expressly for use in connection with such registration. The parties shall use reasonable best efforts to complete a private placement or registered underwritten offering, pursuant to Section 5.3(b), within ninety (90) days after the date on which the Company gives notice. If the Company gives the Purchaser notice that it desires to purchase the Subject Shares pursuant to Section 5.3(a), then payment for the Subject Shares shall be by wire transfer, against delivery of such Subject Shares at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than ten (10) days after the date on which the Company gives such notice. To the extent that the Company has not exercised its sole discretionright to repurchase or resell as to all of the Subject Shares before expiration of such twenty (20) day period, or if a private placement or registered underwritten offering is not completed within such ninety (90) day period, then the Purchaser shall be free to sell or otherwise Transfer the Subject Shares, subject to any restrictions, requirements, or conditions imposed by the relevant Governmental Entity. The term “Repurchase Price” shall mean the greater of (i) the average of the daily volume-weighted average sales price per share of Common Stock on NASDAQ, as such daily volume-weighted average sales price per share is reported by Bloomberg L.P., calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the ten (10) consecutive trading days ending on and including the trading day immediately preceding the closing date of the Company’s purchase of Subject Shares or (ii) the closing price per share of Common Stock on NASDAQ on the trading day immediately preceding such date. This Section 5.3 shall immediately expire on the date that the Company’s common stock is no longer traded on NASDAQ, the Nasdaq Capital Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

Repurchase Option. In the event of the voluntary or involuntary ----------------- termination of employment of Purchaser with the Company for any reason, with or without cause (a) Anytime following the date of this Agreement (the “Repurchase Period”a "Termination"), the Company shall shall, upon the date of such Termination, have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for a period of 180 days from such date to repurchase from Purchaser, at a the original purchase 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 per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, at any timeby cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and payment of the Repurchase Notice and Price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany, without further action by Purchaser.

Repurchase Option. (a) Anytime following In the event of any voluntary or involuntary termination of the Founder’s Continuous Status (as such term is defined below) as an employee or board member of the Company for any or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option pursuant to Section 4 hereof, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of sixty (60) days from such date to repurchase all or any portion up to that number of shares which constitute the Warrant or any shares of Common Stock underlying Unreleased Shares (as such term defined in Section 4 hereof) at the Warrant original purchase price per share (to the extent repurchased, the “Repurchased SecuritiesRepurchase Price”), in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option Said 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (to the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide Founder or the Founder’s executor AND, at the Company’s option, (i) that by delivering to the Company is exercising its Founder or the Founder’s executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) the number of Warrants by the Company is repurchasing and canceling an amount of the Founder’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the aggregate Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole Company. For purposes of this Agreement, “Continuous Status” means the absence of any interruption of Founder’s employment by or in part in its sole discretionservice as a member of the Board of Directors of the Company; provided that (i) for purposes of this Agreement, Founder’s “employment” shall be deemed to include part-time employment status and (ii) any transition from Board of Directors member to employee or from employee to Board of Directors member shall not be considered an interruption of “Continuous Status.”

Repurchase Option. (a) Anytime following In the date event that the Founder's employment with or services to the Company are terminated other than as a result of this Agreement a Termination Event before all of the Shares are released from the Repurchase Option of the Company (the “Repurchase Period”as provided in Section 2), the Company shall have Shall have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not option (the obligation, "Repurchase Option") for a period of ninety (90) days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 2) at such time, at 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 original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to the Founder or the Founder's executor (with a copy to the Escrow Holder) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to the Company is exercising its Founder or the Founder's executor with such notice of a check in the amount of the Repurchase Option in connection with this Agreement; Price for the Shares being repurchased, (ii) the number of Warrants by cancellation by the Company is repurchasing and of an amount of the Founder's indebtedness to the Company equal to the Repurchase Price for the Shares being repurchased or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and the payment of the Repurchase Notice and the Repurchase PricePrice as described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretion.Company. A "

Repurchase Option. In the event of (ai) Anytime following the date voluntary termination ----------------- of this Agreement Purchaser's employment or consulting relationship with the Company, other than a Constructive Termination (as defined below) or (ii) the “Repurchase Period”termination of Purchaser's employment relationship with the Company "for Cause" (as defined below), the Company shall upon the date of such termination have an irrevocable, exclusive option, but not the obligation, option for a period of sixty (60) days from such date to repurchase all or any portion of the Warrant or Shares held by the Purchaser as of such 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 shares of Common Stock underlying stock splits, stock dividends and the Warrant (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b) herein (the "Repurchase Option"like). The Repurchase Option option shall be exercisable exercised by the Company by written notice to the Purchaser or the Purchaser's executor and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or the Purchaser's executor with such Notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the purchase price for the Shares being purchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of event the 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 (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricepurchase price. Upon delivery of such notice and payment of the Repurchase Notice and purchase price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by the Purchaser. The Repurchase Option One hundred percent (100%) of the Shares purchased by the Purchaser (the "Unvested Shares") shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Unvested Shares held by the Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that the Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): twenty-five (25%) of the Unvested Shares shall be released from the Company's repurchase option immediately upon the start of the Vesting Commencement Date (as set forth on the signature page of this Agreement) and then the balance of Unvested Shares shall be released from the Company's repurchase option in equal successive monthly installments upon the completion of each of the next forty-eight (48) months thereafter, until all Shares are released from the Company's repurchase option; provided, however, that in the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, and if and only if the shareholders of the Company immediately prior to such sale or merger do not own a majority of the outstanding voting securities of the acquiring or surviving company, then all of the then Unvested Shares held by Purchaser shall be released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. Upon the expiration or exercise of the Company's repurchase option described in this Section may 3(a), a new certificate or certificates representing the Shares not repurchased shall be assigned by issued, on request, without the Company legend referred to in whole or in part in its sole discretionSection 6(b) of this Agreement and delivered to the Purchaser.

Repurchase Option. A. In the event the Purchaser ceases to be an employee, consultant or director (aa "SERVICE PROVIDER") Anytime following for any or no reason, including without limitation, by reason of Purchaser's death or disability (as defined in Section 22(e)(3) of the date Internal Revenue Code of this Agreement 1986, as amended (the “Repurchase Period”"CODE"), "DISABILITY") resignation or involuntary termination, the Company shall upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive optionthe right, but not the obligationobligation (the "REPURCHASE OPTION"), for a period of ninety (90) days from such date, to repurchase all or any portion of Shares which have not yet been released from the 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 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 OptionOption is exercised, as determined by the Company's board of directors and (y) the Purchase Price (the "REPURCHASE PRICE"). 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, i) by delivering written notice to the Purchaser or, in the event of 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 Notice”Price, or (iii) to such Purchaser by a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) indebtedness equals the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Unreleased Shares being 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 number of Unreleased Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following In the date event that the Founder's employment with or services to the Company are terminated other than as a result of this Agreement a Termination Event before all of the Shares are released from the Repurchase Option of the Company (the “Repurchase Period”as provided in Section 2), the Company shall have have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not option (the obligation, "Repurchase Option") for a period of ninety (90) days from such dated to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 2) at such time, at 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 original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to the Founder or the Founder's executor (with a copy to the Escrow Holder) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to the Company is exercising its Founder or the Founder's executor with such notice of a check in the amount of the Repurchase Option in connection with this Agreement; Price for the Shares being repurchased, (ii) the number of Warrants by cancellation by the Company is repurchasing and of an amount of the Founder's indebtedness to the Company equal to the Repurchase Price for the Shares being repurchased or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and the payment of the Repurchase Notice and the Repurchase PricePrice as described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretion.Company. A "

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Employment, Termination of Directorship or Termination of Consultancy before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Employment, Termination of Directorship or Termination of Consultancy (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety days after the date Participant has a Termination of Employment, Termination of Directorship or Termination of Consultancy, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the Purchase Price per Share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at a price equal to (i) two times lapse and terminate ninety days after the sum Participant’s Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. In the event Shareholder's employment with the Company is terminated (ai) Anytime following voluntarily by the date Shareholder or (ii) by the Company "For Cause" (as defined in Section 4.01 of this Agreement the Employment Agreement) before all of the shares of Restricted Stock are released from the Company's repurchase option (the “Repurchase Period”see Section 2), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not option (which option may be assigned by the obligation, Company pursuant to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchased, the “Repurchased Securities”Section 6(b), in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for a period of ninety (90) days from such date to repurchase the Unreleased Shares (as defined in Section 2) at such time for a price equal to total consideration of One Dollar (i$1.00) 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 In the event Shareholder's employment with the Company is terminated by the Company other than "For Cause," all shares of Restricted Stock shall be released from the Repurchase Option and the Repurchase Option shall terminate and be of no further force or effect. Said Repurchase Option shall be exercisable exercised by the CompanyCompany by written notice to Shareholder or Shareholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at any timethe Company's option, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that by delivery to Shareholder or Shareholder's executor with such notice of a check in the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number amount of Warrants the Company is repurchasing and (iii) the aggregate 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 PurchaserRestricted Stock being repurchased, or other immediately available funds shall be provided, for (ii) by cancellation by the Company of an amount of any of Shareholder's indebtedness to the Company equal to the aggregate Repurchase Price for the Restricted Stock being repurchased, 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 the Repurchase Notice such notice and the payment of the aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Restricted Stock being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of shares of Restricted Stock being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (ai) Anytime following In the event of any voluntary or involuntary termination of Purchaser's employment by or consulting services to the Company (including as a result of death or disability) before all shares of the Stock are released from the Company's repurchase option under Section 2(b) below, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of twenty-four (24) months from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying which has not been released from the Warrant (to the extent repurchased, the “Repurchased Securities”), repurchase option described in accordance with this Section 1.2(b) herein 2 (the "Repurchase Option")) at the time of such termination at the original purchase price per share. 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 exercised by the Company by written notice to Purchaser or his/her executor (with a copy to the "Repurchase Price"). The Repurchase Option shall be exercisable Escrow Agent described in Section 7 hereof) and, at the Company's option, (A) by delivery to Purchaser or his/her executor with such notice of a check in the amount of the aggregate repurchase price for the Stock being repurchased, (B) by cancellation by the Company, at any time, by delivering written notice (the “Repurchase Notice”) Company of an amount of Purchaser's indebtedness to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Priceaggregate repurchase price for the Stock being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the aggregate repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of shares of the Stock being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following The termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause shall be a “Triggering Event.” In the event that a Triggering Event occurs, the Company shall, from the date of this Agreement termination (as reasonably fixed and determined by the Company), have an option (the “Repurchase PeriodOption”)) for a period of 90 days to repurchase any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto (the “Unvested Shares”) for no additional consideration. In addition, if the Triggering Event is a termination of Grantee’s Continuous Service by the Company for Cause, then the Repurchase Option will also include an option to purchase any of the Shares that are vested under the vesting schedule set forth on Exhibit A for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the Company by written notice to the Grantee, which notice shall specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price in accordance with the terms herewith, the Company shall have an irrevocable, exclusive option, but not become the obligation, to repurchase all or any portion legal and beneficial owner of the 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. In the event of the termination of this Sub-Sublease for any reason other than (ai) Anytime following a material, uncured default of Sub-Subtenant under this Sub-Sublease or (ii) the voluntary or involuntary liquidation, dissolution or winding up of the Sub-Subtenant, the Sub- Subtenant shall upon the date of this Agreement such termination (the “Repurchase PeriodTermination Date”), the Company shall ) have an irrevocable, exclusive option, but not option (the obligation, “Repurchase Option”) for a period of three (3) months from the Termination Date to repurchase all or any portion of the Warrant Unvested Shares (as defined below) at a purchase price of $0.001 per share (as adjusted for stock splits, stock dividends, reclassification and the like); provided, that in the event that the Sub-Subtenant elects to repurchase all or any shares a portion of Common Stock underlying the Warrant (Unvested Shares pursuant to the extent repurchased, Repurchase Option (the “Repurchased SecuritiesShares”), then Sub-Sublandlord in accordance with Section 1.2(b) herein (its sole discretion may elect to retain the "Repurchase Option"). The Repurchase Option shall be exercisable at a price equal Repurchased Shares by paying 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 Sub-Subtenant within 10 Business Days 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 such Purchaser of its Sub-Subtenant’s election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for repurchase the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for Shares an amount equal to the Repurchase Price. Upon delivery Retention Payment (as defined below), in which case upon the receipt of the Retention Payment by the Sub-Subtenant, the Sub-Sublandlord shall retain the Repurchased Shares. 100% of the Base Rent Shares shall initially be subject to the Repurchase Notice Option (the “Vesting Shares”). 1/36th of the Vesting Shares shall be released from the Repurchase Option on the one-month anniversary of the Commencement Date, and an additional 1/36th of the Vesting Shares shall be released from the Repurchase Option on the same day of each month thereafter, until all Vesting Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. “Unvested Shares” means Base Rent Shares that have not yet been released from the Repurchase Option. “Retention Payment” means an amount in cash equal to the number of Repurchased Shares multiplied by the Price Per Share. In the event of (i) or (ii) above, or an acquisition or initial public offering of Sub-Subtenant, the Unvested Shares shall fully and immediately vest, and the Repurchase Price, Option shall lapse with respect to 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 discretionUnvested Shares.

Repurchase Option. (a) Anytime following If Buyer’s Business Relationship with the date of this Agreement (the “Repurchase Period”)Company terminates for any reason, the Company shall have an irrevocable, exclusive option, but not right and option (the obligation, “Unvested Share Purchase Option”) for a period of 120 days from the effective date of such termination (the “Termination Date”) to repurchase purchase all or any portion of the Warrant Unvested Shares held by Buyer as of Termination Date. If Buyer’s Business Relationship with the Company is terminated for any reason (including as a result of Buyer’s death or any shares disability) then the purchase price (the “Original Repurchase Price”) of Common Stock underlying the Warrant such Unvested Shares (to the extent repurchased, the “Repurchased SecuritiesUnvested Shares”)) shall be the lesser of the Per Share Purchase Price applicable to the Unvested Shares and the Fair Market Value (as defined below) of the Unvested Shares. Such sale shall be effected by the delivery by the Escrow Holder (as defined below) to the Company of a certificate or certificates evidencing the Repurchased Unvested Shares, each duly endorsed for transfer to the Company. Within 120 days following receipt thereof, the Company shall mail a check for the Original Repurchase Price to the Buyer or shall cancel indebtedness owed to the Company by the Buyer by written notice mailed to the Buyer, or both. Upon the mailing of a check in payment of the purchase price in accordance with Section 1.2(b) herein (the "Repurchase Option"). The Repurchase Option terms hereof or cancellation of indebtedness as aforesaid, the Company shall be exercisable at a price equal to (i) two times become the sum of (a) the Purchase Price legal 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 beneficial owner 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 Unvested Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name or cancel the Repurchased Securities. The Repurchase Option set forth in this Section may be assigned number of Unvested Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. (a) Anytime following In the event of the voluntary or involuntary termination of the Purchaser’s employment or other association with the Company or any of its Affiliates, for any or no reason (including death or disability), before all of the Purchased Shares have become Released Shares, the Company shall, upon and from the date of this Agreement such termination, as reasonably fixed and determined by the Company (the “Repurchase PeriodTermination Date”), the Company shall have an irrevocable, irrevocable and exclusive optionright, but not the obligation, to repurchase all or any portion number of the Warrant or any shares Unreleased Shares at the original purchase price per share of Common Stock underlying the Warrant $0.01 (subject to the extent repurchased, the “Repurchased Securities”), adjustment as provided in accordance with Section 1.2(b7(c) herein (the "Repurchase Option"hereof). The Repurchase Option shall be exercisable at a price equal Company may exercise its right 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, repurchase at any time, time within ninety (90) days after the Termination Date by delivering a written notice of exercise (the “Repurchase Notice”) to the Purchaser or a Legal Representative and by delivering to the Purchaser or a Legal Representative, together with such Purchaser Repurchase Notice, a check in the amount of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid purchase price for the Repurchased SecuritiesUnreleased Shares being repurchased. The Repurchase Notice Any Unreleased Shares not so repurchased during such ninety (90) day period shall no longer be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal subject to the Repurchase Priceprovisions of this Section 7. Upon delivery of the Repurchase Notice and the Repurchase Pricepayment of such aggregate repurchase price, the Warrants so Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Unreleased Shares being repurchased by the Company. The For avoidance of doubt, the Repurchase Option set forth in this shall apply to any and all Unreleased Shares that are outstanding on the Termination Date despite the fact that from and after the Termination Date any or all of such Unreleased Shares are, or are scheduled to be, released from the Repurchase Option by operation of the provisions of Section may be assigned by the Company in whole or in part in its sole discretion8 hereof.

Repurchase Option. (a) Anytime following In the date event Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all of this Agreement the Shares are released from the Company’s Repurchase Option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not option (the obligation, “Repurchase Option”) for a period of sixty (60) days from such date to repurchase all or any portion up to that number of shares which constitute the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 4) at the Warrant original purchase price per share (to the extent repurchased, the “Repurchased SecuritiesRepurchase Price”), 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice to Purchaser or Purchaser’s executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company’s option, (i) that by delivering to Purchaser or Purchaser’s executor a check in the Company is exercising its amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) the number by canceling an amount of Warrants Purchaser’s indebtedness to the Company is repurchasing and 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 to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (a) Anytime following the date of this Agreement (the “Repurchase Period”including death or disability), the Company shall shall, upon the date of such termination, 2 have an irrevocable, exclusive option, but not the obligation, option for a period of sixty (60) days from such date to repurchase all or any portion of the Warrant or any shares Shares held by Purchaser as of Common Stock underlying such date which have not yet been released from the Warrant (to Company's repurchase option at the extent repurchased, the “Repurchased Securities”), original purchase price per Share specified in accordance with Section 1.2(b) herein (the "Repurchase Option")1. The Repurchase Option option shall be exercisable exercised by the Company by written notice to Purchaser or Purchaser's executor and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or Purchaser's executor with such Notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the purchase price for the Shares being purchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of event the 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 (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing (i) and (iiiii) so that the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricepurchase price. Upon delivery of such notice and payment of the Repurchase Notice and purchase price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by Purchaser. The Repurchase Option One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth in above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section may 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the original number of Shares shall be assigned by released from the Company in repurchase option one year from the Effective Date, and then 1/48th of the original number of Shares shall be released from the repurchase option at the end of each calendar month thereafter. Fractional shares shall be rounded to the nearest whole or in part in its sole discretionshare.

Repurchase Option. (a) Anytime following In the date event of this Agreement any voluntary or involuntary termination of [EXECUTIVE OFFICER ONLY: the Purchaser's employment by, or services to,] [DIRECTOR ONLY: the service of [Name of Director] (the “"DIRECTOR") as a director of] the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Period”Option (as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b4) herein at such time (the "Repurchase OptionREPURCHASE OPTION"). The Repurchase Option shall be exercisable ) at a the original purchase 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 per share (the "Repurchase PriceREPURCHASE PRICE"). The Repurchase Option shall be exercisable by the Company, at any time, Company by delivering written notice (to the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that or the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing Purchaser's executor and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied exercisable by a delivery to the Purchaser or the Purchaser's executor of cash, check made out or wire transfer in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase PricePrice times the number of Shares to be repurchased (the "AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. (aIn addition to the other rights and remedies of the Company at law or in equity or pursuant to this Agreement, in the event that an Executive breaches in any material respect any covenant or obligation of such Executive set forth in Section 6(c) Anytime following the date of this Agreement (the “Repurchase Period”a "Breaching Executive"), the Company shall have an irrevocablethe right, exclusive option, but not the obligationexercisable at its option and in its sole discretion, to repurchase all or any portion of the Warrant Common Stock then beneficially owned or owned of record by the Breaching Executive and the Breaching Executive's Executive Persons (other than the Meisxxxxx Xxxluded Shares) for a purchase price of $15.00 per share of Common Stock (such purchase price to be adjusted proportionately in the event of any stock split, stock dividend, reclassification, subdivision, combination, share exchange (in a merger, consolidation or other business combination or corporate transaction) or similar occurrences, or the distribution, substitution or exchange for, or the issuance of any, Other Securities (as described below) relating to the Common Stock). Such repurchase right may be exercised by written notice to the Breaching Executive (the "Repurchase Notice"), specifying the number of shares of Common Stock underlying to be repurchased and describing in detail the Warrant (nature of the material breach, and given to the extent repurchasedBreaching Executive within 60 days of the date the Company actually has knowledge of the facts constituting such material breach (or, if the Company shall be legally prevented (whether by contract or by law) from making all or any part of such repurchase during such 60-day period, then such Repurchase Notice may be delivered by the Company on any date within 30 days after the date on which it is first permitted to make such repurchase). Upon the delivery of a Repurchase Notice to the Breaching Executive, the “Repurchased Securities”), Breaching Executive shall be obligated to sell or cause to be sold to the Company the shares specified in accordance with Section 1.2(b) herein such Repurchase Notice (the "Repurchase OptionShares") at a closing to be held at the executive offices of the Company (or such other place as may be designated by the Company) to be held on such date specified by the Company in the Repurchase Notice, which shall not be later than the fifth business day following the date of delivery of the Repurchase Notice (the "Repurchase Closing"). The Breaching Executive may not Transfer any Repurchase Option shall be exercisable at a price equal to (i) two times Shares between the sum date 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 such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 date of the Repurchase PriceClosing, other than pursuant to the Warrants so repurchased and all rights and interests therein or relating thereto Repurchase Closing. At the Repurchase Closing, such Repurchase Shares 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.delivered by

Repurchase Option. In the event of the voluntary or involuntary termination of employment or association with the Company of Purchaser with the Company for any reason, with or without cause (a) Anytime following the date of this Agreement (the “Repurchase Period”including death or disability), the Company shall shall, upon the date of such termination, have an irrevocable, exclusive option, but not the obligation, option for a period of 60 days from such date to repurchase all or any portion of the Warrant or any shares Shares held by Purchaser as of Common Stock underlying such date which have not yet been released from the Warrant (to Company's repurchase option at the extent repurchased, the “Repurchased Securities”), original purchase price per Share specified in accordance with Section 1.2(b) herein (the "Repurchase Option")1. The Repurchase Option option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the purchase price for the Shares being purchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of event the 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 (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricepurchase price. Upon delivery of such notice and payment of the Repurchase Notice and purchase price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by Purchaser. The Repurchase Option Ten percent (10%), or 61,500, of the Shares will be immediately released from the Company's repurchase option set forth in above. Thereafter, the remaining Shares (the "Remaining Shares") held by Purchaser shall be released from the Company's repurchase option under this Section may be assigned 3(a) as follows (provided in each case that Purchaser's employment or by association with the Company has not been terminated prior to the date of any such release): 1/48th of the total number of Remaining Shares shall be released from the repurchase option on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement) thereafter until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in whole the event that and at such time as the Company has recorded gross product sales revenues of One Hundred Fifty Thousand Dollars ($150,000.00), an additional fifteen percent (15%), or in part in its sole discretion92,250, of the Shares will be immediately released from the Company's repurchase option. In such case, the number of unvested Remaining Shares will be reduced by such additional amount and such reduced number of Remaining Shares will continue to vest according to the vesting schedule set forth above.

Repurchase Option. (a) Anytime following In the date event of this Agreement any voluntary or involuntary termination of the Purchaser's employment with the Company for any or no reason, including death or disability, before all of the Shares are released from the Company's repurchase option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not the obligation, option for a period of ninety (90) days from such date to repurchase all or any portion (but not less than all) of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined in accordance with Section 1.2(b4) 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 such time at $0.01 per share (the "Repurchase Price"). The Repurchase Option decision regarding whether or not to exercise this repurchase option shall be exercisable made by the Board of Directors of the Company; provided, however, that if the Purchaser or any of his relatives are Directors of the Company, at any time, such Directors shall not participate in such vote. Said option shall be exercised by delivering the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide and, at the Company's option, (i) that by delivery to the Company is exercising its Purchaser or the Purchaser's executor with such notice of a check in the amount of the Repurchase Option in connection with this Agreement; Price for the Shares being repurchased, or (ii) the number of Warrants by cancellation by the Company is repurchasing and of an amount of the Purchaser's indebtedness to the Company equal to the Repurchase Price for the Shares being repurchased, or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and the payment of the Repurchase Notice and Price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. A. In the event the Purchaser ceases to be an employee, consultant, advisor, officer or director of the Issuer or the Company (aa “Service Provider”) Anytime following for any or no reason, including, without limitation, by reason of Purchaser’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), “Disability”), resignation or involuntary termination, the Company shall, from such time (as determined by the Company in its discretion), have the right, but not the obligation (the “Termination Repurchase Option”), for a period of 90 days from the date Purchaser ceases to be a Service Provider as such date is determined by the Company, to repurchase any Shares which have not yet been released from the Termination Repurchase Option (the “Unreleased Shares”) at a price per share equal to the lesser of this Agreement (x) the fair market value of the shares at the time the Termination Repurchase Option is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the “Repurchase PeriodPrice”), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 Termination 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (to the “Repurchase Notice”) to such Purchaser or, in the event of its election to exercise its Repurchase Option. The Repurchase Notice shall provide the Purchaser’s death, the Purchaser’s executor and, at the Company’s option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) by canceling an amount of the number of Warrants Purchaser’s indebtedness to the Company is repurchasing and equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall (upon entry in the register of the members or the Issuer) become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Unreleased Shares being repurchased by the Company in whole or in part in its sole discretionCompany. Issuer agrees to transfer into the name of the Company, any Unreleased Shares being repurchased pursuant to this section.

Repurchase Option. (a) Anytime following In the date event the Purchaser ceases to be a Service Provider for any or no reason (including death or disability) before all of this Agreement the Shares are released from the Company's Repurchase Option (the “Repurchase Period”see Section 4), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for 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 4) at a the original purchase 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 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable exercised by the Company, at any time, Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the “Repurchase Notice”Escrow Holder) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company's option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) by cancelling an amount of the number of Warrants Purchaser's indebtedness to the Company is repurchasing and 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 to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after 4-Year Time Based Vesting Restricted Stock Award 7/08 Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder ceases to be a Service Provider before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall lapse and terminate ninety (90) days after Holder ceases to 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")Service Provider. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a1) Anytime following All of the Shares are subject to the Company's repurchase option defined in this section. In the event of the voluntary or involuntary termination of the Purchaser's employment with 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 under Section 5, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Shares which have not been released from the Warrant repurchase option at such time at the original purchase price per share (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b$0.01) herein (the "Repurchase Option"). The Said Repurchase Option shall be exercisable exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the repurchase price for the Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the repurchase price for the Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Employment, Termination of Directorship or Termination of Consultancy before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination of Employment, Termination of Directorship or Termination of Consultancy (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety days after the date Participant has a Termination of Employment, Termination of Directorship or Termination of Consultancy, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (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 lesser of (a) the Purchase Price and per Share or (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 Fair Market Value per Share on the date of any shares of Common Stock of the Purchaser by the Company termination (the "“Repurchase Price"”). The Repurchase Option shall lapse and terminate ninety days after the Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy. The Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime following the date of this Agreement (the “Repurchase Period”)If Parent does not timely deliver an All Cash Election Notice, the Company Parent shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The , exercisable by written notice delivered to the Shareholders' Representative (the "Repurchase Option shall be exercisable at Notice") on or before the close of business on the 45th day after the Closing Date (or, if such 45th day is not a price equal Business Day, the close of business on the next succeeding Business Day), 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 purchase all shares of Parent Common Stock of issued pursuant to the Purchaser by Merger, including the Company shares initially placed in the Escrow pursuant to Section 12A.01 (collectively, the "Repurchased Shares"), for cash in an amount (the "Repurchase Price") equal to the sum of (i) the excess of (x) one-third of the Closing Payment less the amount of cash paid in lieu of fractional shares under Section 3.04 over (y) Five Million Dollars ($5,000,000), plus (ii) interest on such excess at the Agreed Interest Rate from the Closing Date to the date of repurchase of the Repurchased Shares. The Repurchase Option Option, and the right to Repurchase the Repurchased Shares, may be assigned by Parent to any other Person, provided that Parent provides prompt written notice of any such assignment to the Shareholders' Representative. Upon timely exercise of the Repurchase Option, the closing of the repurchase of the Repurchased Shares shall be exercisable occur on the third Business Day after receipt by the CompanyShareholders' Representative of the Repurchase Notice, at any time, by delivering written notice (the “Repurchase Notice”) to offices of Parent or such Purchaser of its election to exercise its Repurchase Optionother place and time as Parent and the Shareholders' Representative may agree. The Repurchase Notice Price shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price be paid or caused to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out Parent or its assignee by wire transfer in the name of such Purchaser, or other immediately available funds to the Disbursing Agent for distribution to the DSLT Stockholders in the same proportion as under Section 3.03, subject to pro rata withholding of a portion thereof to be held in escrow pursuant to Section 12A.01. The Repurchased Shares shall be provideddelivered to, for an amount equal to or upon the order of, Parent or its assignee against such payment of the Repurchase Price. Upon delivery closing 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.Option,

Repurchase Option. In the event Holder’s relationship with the Company (aor a parent or subsidiary of the Company) Anytime following terminates for any reason (including death or disability), or for no reason, with or without cause, such that after such termination Holder is no longer providing services to the date Company (or a parent or subsidiary of this Agreement the Company) as an employee, consultant or advisor (a “Service Provider”), then the Company shall have an irrevocable option (the “Repurchase Option”) for a period of 120 days after said termination (the “Repurchase Period”), the Company shall have an irrevocable, exclusive option, but not the obligation, ) to repurchase all from Holder or any portion Holder’s personal representative, as the case may be, at the lower of (i) the Purchase Price per share as provided in the cover page to this Agreement, or (ii) the Fair Market Value per share of such Unvested Shares as of the Warrant or any shares date of Common Stock underlying the Warrant repurchase (to the extent repurchasedsuch lower price, the “Repurchased SecuritiesOption Price”), up to but not exceeding the number of Unvested Shares that have not vested in accordance with Section 1.2(b) herein (the "Repurchase Option")Vesting Provisions as of such termination date. The Repurchase Option shall be exercisable at a price equal to (i) two times the sum exercised as provided in Section 5(b). For purposes 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 Option, the “Fair Market Value” shall mean the value of the Purchaser Unvested Shares as determined in good faith by the Company (the "Repurchase Price")Company’s Board of Directors. The term of the Repurchase Option shall be exercisable extended to such longer period (A) as may be agreed to by the CompanyCompany and the Holder, or (B) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Holder acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. Further, by delivering written notice (Xxxxxx acknowledges and understands that, in the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) event that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 Pricerepurchases shares, 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 repurchase price may be assigned by less than the Company price Holder originally paid and that Holder bears any risk associated with the potential loss in whole or in part in its sole discretionvalue.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (a) Anytime following the date of this Agreement (the “Repurchase Period”including death or disability), the Company shall shall, upon the date of such termination, have an irrevocable, exclusive option, but not the obligation, option for a period of 60 days from such date to repurchase all or any portion of the Warrant or any shares Shares held by Purchaser as of Common Stock underlying such date which have not yet been released from the Warrant (to Company's repurchase option at the extent repurchased, the “Repurchased Securities”), original purchase price per Share specified in accordance with Section 1.2(b) herein (the "Repurchase Option")1. The Repurchase Option option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the purchase price for the Shares being purchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of event the 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 (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricepurchase price. Upon delivery of such notice and payment of the Repurchase Notice and purchase price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by Purchase. The Repurchase Option One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth in above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section may 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/8 of the total number of Shares shall be assigned by released from the Company in repurchase option on the 6-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48 of the total number of Shares shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole or in part in its sole discretionshare.

Repurchase Option. In the event of any termination of a Management Shareholder’s employment by the Company “for cause” (aas defined in the employment agreement between the Company and such Management Shareholder) Anytime following the date of this Agreement at a time when such person holds any Unreleased Shares (the “Repurchase Period”as defined below), the Company shall have have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not transferable option (the obligation, “Repurchase Option”) for a period of ninety (90) days from such date to repurchase all or any portion of the Warrant Unreleased Shares at the lesser of (x) the price per Ordinary Share in the most recent sale of Ordinary Shares (or any shares implicit in the most recent sale of Common Stock underlying securities convertible into or exchangeable for Ordinary Shares) in a financing transaction and (y) the Warrant price per share of US$0.10301 (to the extent repurchasedas appropriately adjusted for share splits, consolidation, subdivision or similar events) (the “Repurchased SecuritiesRepurchase Price”), 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 exercised by the Company (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (to the “Repurchase Notice”) Management Shareholder and by delivery to the Management Shareholder or his executor with such Purchaser notice of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that a certified bank check in the Company is exercising its Repurchase Option in connection with this Agreement; (ii) amount of the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase PriceUnreleased Shares being repurchased. Upon delivery of such notice and the Repurchase Notice and payment of the Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Unreleased Shares being repurchased by the Company. The Whenever the Company shall have the right to repurchase Unreleased Shares hereunder and the Company shall elect not to exercise the Repurchase Option set forth in this Section may be assigned by full, the Company in whole may designate and assign all or in part in its sole discretionof the Repurchase Option to one or more employees, officers or Shareholders of the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase Option"). The Repurchase Option shall be exercisable ) at a the original cash purchase 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 per share (the "Repurchase Price"). The Repurchase 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 CompanyCompany by written notice to Holder or Xxxxxx's executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the "Aggregate Repurchase Price"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime Capitalized terms used in this Section 9 and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Stockholders Agreement and the Nextera Operating Agreement as amended by the First Amendment. The Executive agrees to be bound by Section 6.4 of the Nextera Operating Agreement and Section 4.4 of the Stockholders Agreement, subject in each case to the provisions of this Section 9. In the event that Nextera exercises the Repurchase Option during the period following the date Effective Date of the First Amendment and prior to expiration of the non-solicitation period (the "Applicable Period") contained in the Executive's Non-Compete, Non-Solicitation, Proprietary Information, Confidentiality and Inventions Agreement (the "Non-Solicitation Agreement"), if the Executive does not breach any provision of this Agreement (or the “Repurchase Period”)Non-Solicitation Agreement, then the Executive shall not be required to sell such Units to Nextera. At such time within the Applicable Period that the Executive breaches any provision of this Agreement or the Non-Solicitation Agreement, the Company Applicable Period shall have an irrevocable, exclusive option, but not immediately terminate. At the obligation, to repurchase all or any portion termination of the Warrant Applicable Period (either by way of the lapse of the applicable time period or the breach by the Executive of any shares provision of Common Stock underlying this Agreement or the Warrant (Non-Solicitation Agreement) the terms of this Section 9 shall no longer apply to the extent repurchasedExecutive and the terms of Section 6.4 of the Nextera Operating Agreement or Section 4.4 of the Stockholders Agreement, as applicable, without reference to this Section 9, shall apply to the “Repurchased Securities”)Executive except that the six month Repurchase Option Period shall be deemed to have begun on the termination of the Applicable Period. At such time as the business of Nextera is incorporated, in accordance with provisions having the same effect as the provisions of this Section 1.2(b) herein (9 concerning the "Repurchase Option"). The Repurchase Option shall be exercisable at a price equal apply 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 securities of the Purchaser by newly-incorporated entity issued to the Company (the "Repurchase Price"). The Executive in exchange for his Units in Nextera, provided, however, that such Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by terminate upon a check made out in the name of such 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 discretionQualified Initial Public Offering.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (aincluding death or disability) Anytime following the date of this Agreement (the “Repurchase Period”a "Termination"), the Company shall shall, upon the date of such termination, have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option"). The Repurchase Option shall be exercisable ) for a period of 180 days from such date to repurchase from Purchaser, at a the original purchase 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 per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercisable exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such Notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, at any timeby cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery of such notice and payment of the Repurchase Notice and Price in any of the Repurchase Priceways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests interest therein or relating thereto shall be deemed cancelled related thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company, without further action by Purchaser. The If a Termination occurs at any time after the date hereof and prior to the last day of the twelfth full calendar month December 1, 1996 (the "Initial Period"), the Repurchase Option set forth shall apply to 100% of the Shares. On the last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option and 1/48th of the Shares shall be released from the Repurchase Option on the last day of each calendar month thereafter, provided in this each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section may be assigned 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company Company, in whole a single transaction or in part in its sole discretionseries of related transactions.

Repurchase Option. (a) Anytime following Subject to Section 5(b), in the date event of this Agreement the voluntary or involuntary termination of the Purchaser’s continuous status as an employee, consultant or director (a “Service Provider”) of the “Repurchase Period”Company, for any reason or for no reason (including death or disability), the Company shall have have, upon the date of such termination (as reasonably fixed and determined by the Company), an irrevocable, exclusive option, but not the obligation, option (“Repurchase Option”) for a period of ninety (90) days from such date to repurchase at $0.0002 per share all or any portion of the Warrant or any shares Shares which have not been released from the Repurchase Option pursuant to Section 5 of Common Stock underlying the Warrant (this Agreement. The Company may exercise its Repurchase Option by giving written notice to the extent repurchasedPurchaser or his executor (with a copy to the Escrow Holder (as defined in Section 7(a) below)) and, at the “Repurchased Securities”)option of the Company, 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 by delivering to the sum Purchaser or his executor a check in the amount of (a) the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser repurchase price for the Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase by canceling part or all of any shares of Common Stock indebtedness of the Purchaser by to the Company equal to the repurchase price for the Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”iii) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price for the Shares being repurchased. Upon delivery of such notice and payment of the Repurchase Notice and the Repurchase Pricerepurchase price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased (and all rights and interests therein or relating thereto shall be deemed cancelled thereto) 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 discretionnumber of Shares being repurchased.

Repurchase Option. (ai) Anytime following Lender shall have the date of this Agreement option (the “Repurchase PeriodOption”), exercisable by Lender at any time if (x) an Event of Default has occurred and is continuing; or (y) a plan or reorganization (other than the Company shall Approved Plan) has been filed and the treatment of the Lender and all Affiliates of Lender in such plan of reorganization is not approved by Lender and all of its Affiliates in their sole and absolute discretion; or (z) the Debtors have an irrevocable, exclusive option, but not exercised their right under and pursuant to paragraph 12(c) of the obligationStipulations Regarding Continued Exclusivity to withdraw their support of the “Plan” (as such term is defined in the Stipulation Regarding Continued Exclusivity), to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (to the extent repurchased, the “Repurchased Securities”), Purchased Title Vehicles in accordance with the payment provisions set forth in Section 1.2(b9.1(b)(ii) 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")below. The Repurchase Option shall be exercisable by the CompanyLender, at without any timefurther court approval of any kind (including no need for any relief from stay), by delivering five Business Days written notice (the a “Repurchase Notice”) to such Purchaser of its election Borrower (A) identifying the Purchased Title Vehicles with respect to which Lender has elected to exercise the Repurchase Option (the “Repurchased Vehicles”) and (B) specifying the time(s) and date(s) (a “Delivery Date”) and location(s) (a “Delivery Location”) for the delivery to Lender or its Repurchase Option. The designee of the Repurchased Vehicles; provided, however, that no Delivery Date shall be less than ten (10) days, nor more than ninety (90) days, following the date on which Lender has delivered the applicable Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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 discretionBorrower.

Repurchase Option. In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 4) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original purchase price per share (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, Company by delivering written notice (to the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that or the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing Purchaser’s executor and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied exercisable by a delivery to the Purchaser or the Purchaser’s executor of cash, check made out or wire transfer in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder has a Termination of Consultancy before all of the Shares are released from the Company's Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing on the first day after the date Holder has a Termination of Consultancy, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase OptionREPURCHASE OPTION") at the original cash purchase price per share (the "REPURCHASE PRICE"). The Repurchase Option shall be exercisable at lapse and terminate sixty (60) days after Holder has a price equal to (i) two times the sum Termination 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")Consultancy. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company's option, by delivering written delivery to Holder or Holder's executor with such notice (of a check in the “amount of the Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) Price times the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price Shares to be paid for repurchased (the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price"AGGREGATE REPURCHASE PRICE"). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, the “Repurchased Securities”), as defined below in accordance with Section 1.2(b3.3) herein at such time (the "Repurchase Option"”) at the original cash purchase price per share (the “Repurchase Price”). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime following If CECP exercises its right under Section 9.1 of the date of this Purchase Agreement (the “Repurchase Period”), to put its Warrant Stock to the Company and the Company cannot pay the Repurchase Price for CECP's Warrant Stock in immediately available funds because of a Statutory Restriction or a Specified Credit Agreement Restriction, then CECP, within 10 Business Days after what would have been the Put Closing Date, shall give notice (a "Repurchase Offer Notice") in writing to the Founders, setting forth the number of Rescinded Put Shares and the Repurchase Price thereof. The Founders, subject to the terms and conditions hereinafter set forth, shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 irrevocable right and option (the "Repurchase Option")) to purchase all, but not less than all, of the Rescinded Put Shares at the Repurchase Price thereof. The Each Founder may subscribe to any number of the Rescinded Put Shares; subject, however to adjustment as hereinafter provided. A Founder ("Repurchase Subscribing Founder") may exercise 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 depositing with the Repurchase of any shares of Common Stock CECP within 30 days of the Purchaser by the Company date of such Repurchase Offer Notice (such period being the "Repurchase PriceSubscription Period"). The Repurchase Option shall be exercisable by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery acceptance of the Repurchase Notice Option (a "Repurchase Subscription"), which acceptance shall be binding and irrevocable. Each Repurchase Subscription shall state the maximum number of Rescinded Put Shares to be purchased by the Repurchase PriceSubscribing Founder, up to the Warrants so repurchased and all rights and interests therein or relating thereto total number of Rescinded Put Shares. At the end of the Repurchase Subscription Period, CECP shall prepare a list of Repurchase Subscriptions, showing the maximum number of Rescinded Put Shares to be deemed cancelled and the Company shall have the right purchased pursuant to retain and transfer to its own name the Repurchased Securities. The each Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion.Subscription, and

Repurchase Option. (a) Anytime following Exhibit A attached hereto sets forth a list of Founders who are also the date employees of this Agreement the Company Group (the “Employee”) as well as the number of Vested Shares of the Founder Holdco that are allocated to each such Employee, such allocation solely for purposes of calculating the Vesting Shares subject to the Repurchase Period”Option (as defined herein). (b) For a Founder who has employment relationship or consulting relationship with the Company, in the event of the voluntary or involuntary termination of an employee’s employment or consulting relationship with the Company for any reason (including death or disability), with or without Cause (as defined below), the Company shall upon the date of such termination (each such date referred to herein as a “Termination Date ”) have an irrevocable, exclusive option, but not option (the obligation, “Repurchase Option”) to repurchase all or any portion of the Warrant or any shares Vesting Shares allocated to such Founder as provided in Exhibit A that are held by Founders Holdco as of Common Stock underlying the Warrant (Termination Date which have not yet been released from the Company’s Repurchase Option at a purchase price per Vesting Share equal to the extent repurchasedpar value of the Vesting Shares of US$0.01 (adjusted for any stock splits, stock dividends and the like) (each such amount, the “Repurchased SecuritiesVesting Share Repurchase Price-1”). For purposes of this Agreement, “employment relationship or consulting relationship with the Company ” shall be deemed to include employment or consulting relationship with any of the Company or any Company Group. For a Founder who does not have employment relationship or consulting relationship with the Company Group, in accordance the event such Founder violates the Non -Competition Agreement or the Proprietary Information and Inventions Assignment Agreement with Section 1.2(ba member of the Company Group, the Company shall, upon the date of such violation (as reasonably fixed and determined by the Company) herein have an irrevocable, exclusive option to repurchase all or any portion of the Vesting Shares allocated to such a Founder as provided in Exhibit A that are held by Founders Holdco which have not yet been released from the Company’s Repurchase Option at a purchase price per Vesting Share equal to the par value of the Vesting Shares of US$0.01 (adjusted for any stock splits, stock dividends and the "like) (each such amount, together with the Vesting Share Repurchase Option"Price-1, the “Vesting Share Repurchase Price” collectively). The Repurchase Option shall be exercisable at a price equal to (i) two times the sum termination 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 employment relationship or consulting relationship 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 such Purchaser in case of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Share Vesting Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 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.

Repurchase Option. In the event this Agreement is terminated (ai) Anytime following voluntarily by Employee pursuant to Section 4.1 of the Agreement; (ii) pursuant to Section 4.2 or Section 4.3; or (iii) by Employer in accordance with Section 4.4 of this Agreement before all of the shares of the Compensation Shares are released (see Section 3.1.1(b) below) from Employer's Repurchase Option (as defined herein), Employer shall, upon the date of this Agreement (the “Repurchase Period”), the Company shall such termination have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant option (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(bwhich option may be assigned by Employer) herein (the "Repurchase Option"). The Repurchase Option shall be exercisable at ) for a price equal period of 90 days (or such longer period of time either mutually agreed to (iby Employee and Employer) two times the sum of (a) the Purchase Price and (b) any advances and additional cash contributions from such date to capital made by a Purchaser (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock repurchase some or all of the Purchaser Unreleased Shares (as defined in Section 3.1.1(b)) at such time at the original price per share paid by Employee for the Company Compensation Shares (the "Repurchase Price"). The In the event this Agreement is terminated by Employer pursuant to Section 4.5 of this Agreement, all of the Compensation Shares shall be released from the Repurchase Option and the Repurchase Option shall terminate and be of no further force or effect, contingent upon Employee’s signing of the General Release pursuant to Section 4.5 hereof. Said Repurchase Option shall be exercisable exercised by the Company, at any time, Employer by delivering written notice (to Employee or Employee's executor with a check in the “Repurchase Notice”) to such Purchaser amount of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name number of such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase PriceCompensation Shares being repurchased. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase PricePrice for the Compensation Shares being repurchased, Employer shall become the Warrants so legal and beneficial owner of the Compensation Stock being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company Employer 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 number of Compensation Shares of Compensation Shares being repurchased by the Company in whole or in part in its sole discretionEmployer.

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) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such Termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to 4-Year Vesting Restricted Stock Award (Xxxxxx 18 mos acceleration) 7/08 50%y3/50%y4 (RS001125) repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall be exercisable at lapse and terminate one hundred fifty (150) days after Holder has a price equal to (i) two times the sum Termination 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 Employment, Termination of any shares Directorship or Termination of Common Stock of the Purchaser by the Company (the "Repurchase Price")Consultancy, as applicable. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. (a) Anytime following In the date event Purchaser ceases to be a Service Provider (a "Termination of this Agreement (the “Repurchase Period”)Service") before all Unvested Shares have vested, the Company and/or its designees (collectively, the "Option Holder") shall have an irrevocable, exclusive option, but not the obligation, to repurchase all or any portion of the 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 irrevocable option (the "Repurchase Option"). The Repurchase Option shall be exercisable at ) for a price equal period of ninety (90) days after the Termination of Service to (i) two times the sum of (a) the Purchase Price and (b) any advances and additional cash contributions exercise this option to capital made by a Purchaser (ii) less any amounts paid repurchase up to Purchaser in connection with the Repurchase of any shares of Common Stock all of the Unvested Shares (as of the date of such Termination of Service) at the original price per share paid by Purchaser multiplied by the Company number of Shares thus repurchased (the "Repurchase Price"). The Option Holder shall exercise the Repurchase Option shall be exercisable by the Company, at any time, by (i) delivering written notice of exercise to Purchaser (or Purchaser's legal representative) and to the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that Escrow Agent in accordance with the Company is exercising its Repurchase Option in connection with this Agreement; Joint Escrow Instructions attached as Exhibit 2, and (ii) at the number closing set by the Escrow Agent, at Company's option, (A) by delivering to Purchaser (or Purchaser's legal representative) a check in the full amount of Warrants the Repurchase Price, or (B) by canceling an amount of Purchaser's indebtedness to the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price, or (C) by a combination of (A) and (B), so that the combined payment and cancellation of indebtedness equals the Repurchase Price. Upon delivery closing and the payment of the Repurchase Notice and the Repurchase Price, the Warrants so repurchased Option Holder(s) shall become the legal and beneficial owner(s) of the Unvested Shares being repurchased, and Purchaser shall take 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 actions requested by the Company in whole or in part in its sole discretionand the Escrow Agent to consummate the transfer to the Option Holder(s).

Repurchase Option. In the event of termination of the Optionee's ----------------- full time employment with the Company for any reason, with or without cause, whether voluntarily or involuntarily, including by reason of death or disability (a) Anytime following herein referred to as the "Termination"), upon the date of this Agreement (the “Repurchase Period”), such Termination the Company shall have an irrevocable, irrevocable and exclusive option, but not the obligation, to repurchase all or any portion of the 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 option (the "Repurchase Option") to repurchase that number of Shares by which the aggregate number of Shares purchased by Optionee pursuant to this Option exceeds the number of Vested Shares, as determined upon the date of such Termination ("Unvested Shares"). The Company shall pay to Optionee the Original Issuance Price per Share multiplied by the number of Unvested Shares as to which the Company exercises the Repurchase Option shall be exercisable at a price equal to (ias adjusted for stock splits, stock dividends, combinations and the like) 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 Within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option, the Company shall be exercisable by notify Optionee as to whether it (or its assignee) wishes to purchase all or a portion of the Company, at any time, by delivering written notice (Shares subject to the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice Company shall provide (i) that obtain the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number consent of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid Optionee for the Repurchased Securities. The Repurchase Notice shall be accompanied by repurchase of a check made out in the name portion but not all of such Purchaser, or other immediately available funds shall be provided, for an amount equal Optionee's Shares subject to the Repurchase PriceOption. Upon delivery If the Company (or its assignee) elects to purchase such Shares, it shall notify Optionee in writing of the Repurchase Notice and its (or its assignee's) intention to purchase all or a portion of such Shares) at the Repurchase Price, and either (i) set a date and location for the Warrants closing of the transaction not later than thirty (30) days from the date of such notice, at which time the Company (or its assignee) shall tender payment for such Shares, or (ii) close the transaction by mail by including payment for such Shares with the Company's notice to Optionee. Payment for the Shares may be in the form of cash, check, cancellation of all or a portion of Optionee's indebtedness to the Company or any combination thereof. At such closing, the certificates representing the Shares so repurchased purchased shall be delivered to the Company and all rights and interests therein canceled (or relating thereto the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificates shall be deemed cancelled and canceled (or the Shares transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Optionee to the Company shall have by certified or registered mail. Shares subject to 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 as to which the Company in whole (or in part in its sole discretionassignee) has not exercised the Repurchase Option within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option shall be released from the Repurchase Option.

Repurchase Option. (a1) Anytime following All of the Shares are subject to the Company's repurchase option defined in this section. In the event of the voluntary or involuntary termination of the Purchaser's employment with 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 under Section 5, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Shares which have not been released from the Warrant repurchase option at such time at the original purchase price per share (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b$0.05) herein (the "Repurchase Option"). The Said Repurchase Option shall be exercisable exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the repurchase price for the Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the repurchase price for the Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. a. All of the Shares are subject to the Company's repurchase option defined in this section. In the event of the voluntary or involuntary termination of the Purchaser's employment with or services as a director to the Company for any or no reason (aincluding death or disability) Anytime following before all of the Shares are released from the Company's repurchase option under Section 5, the Company shall, upon the date of this Agreement such termination (as reasonably fixed and determined by the “Repurchase Period”), the Company shall Company) have an irrevocable, exclusive option, but not the obligation, option for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying Shares which have not been released from the Warrant repurchase option at such time at the original purchase price per share (to the extent repurchased, the “Repurchased Securities”), in accordance with Section 1.2(b$.001) herein (the "Repurchase Option"). The Said Repurchase Option shall be exercisable exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at a price equal to the Company's option, (i) two times by delivery to the sum Purchaser or his executor with such notice of (a) a check in the Purchase Price and (b) any advances and additional cash contributions to capital made by a Purchaser amount of the repurchase price for the Shares being repurchased, or (ii) less any amounts paid to Purchaser in connection with the Repurchase of any shares of Common Stock of the Purchaser by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the repurchase price for the Shares being repurchased, or (the "Repurchase Price"). The Repurchase Option shall be exercisable iii) by the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser a combination of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; and (ii) so that the number combined payment and cancellation of Warrants the Company is repurchasing and (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in the name of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Pricerepurchase price. Upon delivery of the Repurchase Notice such notice and the Repurchase Pricepayment of the repurchase price in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company. b. Whenever the Company in whole shall have the right to repurchase Shares hereunder, the Company may designate and assign one or in more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part in its sole discretionof the Company's repurchase rights under this Agreement and purchase all or a part of such Shares. 5.

Repurchase Option. So long as no Event of Termination or Incipient Event of Termination would occur or be continuing after giving effect thereto, each Seller shall have the right (abut not any obligation) Anytime following to repurchase Transferred Receivables originated by it (including, with respect to the Canadian Seller, such Transferred Receivables as are identified for repurchase by such Seller in order to conform with, or not to breach, any provision of or order under, the Foreign Extraterritorial Measures Act (Canada) or regulations thereunder) upon not less than three Business Days’ prior written notice to the Purchaser; provided, however, that the aggregate Outstanding Balance of Transferred Receivables repurchased pursuant to this Section may not exceed the lesser of (i) 10% of the highest aggregate Outstanding Balance of Transferred Receivables at any time or (ii) $35,000,000. Such notice shall specify the date of this Agreement that the applicable Seller desires that such repurchase occur (such date, the “Repurchase PeriodDate”), ) and shall identify the Company shall have an irrevocable, exclusive option, but Receivables to be included in such repurchase. Each Seller agrees that it will not utilize any selection procedure in selecting the obligation, Receivables to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant (be so repurchased which is adverse 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 interests of the Purchaser or its assigns or would reasonably be expected to result in the repurchased Receivables containing a lower percentage of Defaulted Receivables or Delinquent Receivables than the percentage of Defaulted Receivables or Delinquent Receivables, as applicable, in the Receivables retained by the Company (Purchaser. On the "Repurchase Price"). The Repurchase Option Date, the applicable Seller shall be exercisable by remit to the Company, at any time, by delivering written notice (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Repurchase Price. Upon delivery aggregate Outstanding Balance of the Receivables included in such repurchase (provided that if any payment of Purchase Price is due to such Seller on such Repurchase Notice Date, such Seller may pay all or a portion of such amount by crediting the cash portion of such Purchase Price therewith), and the Repurchase Priceupon receipt thereof, the Warrants so repurchased and all rights and interests therein or relating thereto Purchaser shall be deemed cancelled to assign and release, without recourse, representation or warranty, its right, title and interest in and to the Company Receivables included in such repurchase. In connection with any such repurchase, the Purchaser shall have execute and deliver, at the right request and expense of such Seller, any assignment or release that such Seller may reasonably request to retain and transfer evidence the repurchase of the applicable Receivables. At such time, if any, that the aggregate Outstanding Balance of all Receivables repurchased pursuant to its own name the Repurchased Securities. The Repurchase Option set forth in this Section may be assigned by exceeds 2% of the Company aggregate Outstanding Balance of all Receivables, the applicable Seller will (or will cause the Servicer to) instruct all Obligors of Receivables being repurchased on such Repurchase Date to remit all their payments in whole respect of such repurchased Receivables to post office boxes or in part in its sole discretiondeposit accounts other than the Lock Boxes or Deposit Accounts.

Repurchase Option. (a) Anytime following Subject to the date provisions of this Agreement Section 3, below, in the event the Purchaser's continuous status as an employee terminates for any or no reason (including death or disability) before all of the “Repurchase Period”Shares are released from the Company's repurchase option (see Section 3), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option, but not the obligation, option for a period of sixty (60) days from such date to repurchase all or any portion up to that number of shares which constitute the Warrant or any shares of Common Stock underlying Unreleased Shares (as defined in Section 3) at 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 original purchase 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 per share (the "Repurchase Price"). The Repurchase Option Said option shall be exercisable exercised by the Company, at any time, Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the “Repurchase Notice”Escrow Holder (as defined in Section 5)) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide AND, at the Company's option, (i) that by delivering to the Company is exercising its Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Option in connection with this Agreement; Price, or (ii) the number of Warrants by the Company is repurchasing and canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) the aggregate Repurchase Price to be paid for the Repurchased Securities. The Repurchase Notice shall be accompanied by a check made out in combination of (i) and (ii) so that the name combined payment and cancellation of indebtedness equals such Purchaser, or other immediately available funds shall be provided, for an amount equal to the aggregate Repurchase Price. Upon delivery of the Repurchase Notice such notice and the payment of the aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, 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 number of Shares being repurchased by the Company in whole or in part in its sole discretionCompany.

Repurchase Option. In the event of any voluntary or involuntary termination of the Purchaser’s services to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 4) at such time (the “Repurchased SecuritiesRepurchase Option”)) at the original purchase price per share, payable in accordance with Section 1.2(b) herein cash (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 CompanyCompany by written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow Holder, as defined below in Section 6) and shall be exercisable, at any timethe Company’s option, (i) by delivering written 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 shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase PricePrice in any of the ways described above, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Holder ceases to be a Service Provider before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesRepurchase Option”), in accordance with Section 1.2(b) herein at the original cash purchase price per share (the "“Repurchase Option"Price”). The Repurchase Option shall lapse and terminate one hundred fifty (150) days after Holder ceases to 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")Service Provider. The Repurchase Option shall be exercisable by the CompanyCompany 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 any timethe Company’s option, by delivering written delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company.

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant’s employment or service terminates before all of the Shares are released from the Company’s Repurchase Option (a) Anytime following the date of this Agreement (the “Repurchase Period”as defined below), the Company shall shall, upon the date of such termination of employment or service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety days after the date Participant’s employment or service terminates, to repurchase all or any portion of the Warrant or any shares of Common Stock underlying the Warrant Unreleased Shares (to the extent repurchased, as defined below in Section 3.3) at such time (the “Repurchased SecuritiesCompany’s Repurchase Option”), in accordance with Section 1.2(b) herein at the Purchase Price per Share (the "“Repurchase Option"Price”). The Company’s Repurchase Option shall be exercisable at a price equal to (i) two times lapse and terminate ninety days after the sum Participant’s termination 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")employment or service. The Company’s Repurchase Option shall be exercisable by the CompanyCompany by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, at any timethe Company’s option, by delivering written delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Repurchase Notice”) to such Purchaser of its election to exercise its Repurchase Option. The Repurchase Notice shall provide (i) that the Company is exercising its Repurchase Option in connection with this Agreement; (ii) the number of Warrants the Company is repurchasing and (iii) the aggregate 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 Purchaser, or other immediately available funds shall be provided, for an amount equal to the Aggregate Repurchase Price”). Upon delivery of the Repurchase Notice such notice and the payment of the Aggregate Repurchase Price, the Warrants so Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto shall be deemed cancelled thereto, and the Company shall have the right to retain and transfer to its own name the Repurchased Securitiesnumber of Shares being repurchased by the Company. The Repurchase Option set forth in In the event the Company repurchases any Shares under this Section may be assigned 3.1, any dividends or other distributions paid on such Shares and held by the Company in whole or in part in its sole discretionescrow agent pursuant to Section 4.1 shall be promptly paid by the escrow agent to the Company.